Dated 16 OCTOBER 2012 DAWN HOLDCO LIMITED BANK OF SCOTLAND PLC as Arranger BANK OF SCOTLAND PLC as Agent BANK OF SCOTLAND PLC as Security Trustee

Exhibit 10.7

EXECUTION VERSION

Dated 16 OCTOBER 2012

▇▇▇▇ HOLDCO LIMITED

BANK OF SCOTLAND  PLC

as Arranger

BANK OF SCOTLAND  PLC

as Agent

BANK OF SCOTLAND  PLC

as Security Trustee

AMENDMENT AND RESTATEMENT

AGREEMENT

relating to a Facility Agreement dated

31 July 2007

Contents

Between

(1)                                  ▇▇▇▇ Holdco Limited (registered in Jersey with number 97688) (Parent);

(2)                                  The Subsidiaries of the Parent listed in part 1 (The Obligors) of schedule 1 as borrowers (together with the Parent, Borrowers);

(3)                                  The Subsidiaries of the Parent listed in part 1 (The Obligors) of schedule 1 as guarantors (together with the Parent, Guarantors);

(4)                                  ▇▇▇▇ General Partner Limited (registered in Jersey with number 97687 acting in its capacity as general partner of ▇▇▇▇ Limited Partnership, (registered in Jersey with number LP938) (Topco);

(5)                                  Bank of Scotland plc (formerly The Governor and Company of The Bank of Scotland) as arranger (Arranger);

(6)                                  The Financial Institution listed in part 2 (The Lender) of schedule 1 as lender (Lender);

(7)                                  The Person listed in part 3 (The Hedge Counterparty) of schedule 1 as hedge counterparty (Hedge Counterparty);

(8)                                  Bank of Scotland plc (formerly The Governor and Company of The Bank of Scotland) as agent of the other Finance Parties (Agent); and

(9)                                  Bank of Scotland plc (formerly The Governor and Company of The Bank of Scotland) as security trustee for the Finance Parties (Security Trustee).

It is agreed

1                                         Definitions and interpretation

1.1                                 Definitions

In this Agreement:

Amendment and Restatement Documents means this Agreement, the Amendment Fee Letter, the Intercreditor Deed, the Hedging Documents, the Profit Participation Deed, the Profit Participation Security Documents, each amendment agreement to the Management Agreements and the termination agreement to the Pooling Agreement

Amendment Fee Letter means the fee letter between the Agent and the Parent dated on or about the date of this Agreement

Hedging Documents means an ISDA Master Agreement (as defined in the Intercreditor Deed) and related schedule

Intercreditor Deed means an intercreditor deed made between, among others, the Parent, the Borrowers, the Guarantors, the Agent, the Security Trustee, the Lender and the Hedge Counterparty to be executed on or about the date of this Agreement

Original Facility Agreement means the facility agreement dated 31 July 2007 between the Parties

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Party means a party to this Agreement

Purchaser means Sunrise Senior Living International Limited Partnership, acting by its general partner Sunrise Senior Living Jersey Limited

Purchase and Sale Agreement means the purchase and sale agreement dated 22 August 2012 made between the Purchaser and the Seller, a certified copy of which is to be delivered to the Agent as a condition precedent pursuant to clause 2.3 (Conditions Precedent)

Restated Agreement means the Original Facility Agreement, as amended by this Agreement, the terms of which are set out in schedule 3 (Restated Agreement)

Restatement Date means the date upon which the Agent gives the notification referred to in clause 2.2(a) (Conditions precedent)

Seller means ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Real Estate Fund VI Special-A International, L.P., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Real Estate Fund VI International-T, L.P., and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Real Estate Investors VI International, L.P. acting by their general partner MSREF VI International-GP, L.L.C.; MSREF VI Special-B C.V., acting by its general partner MSREF VI Special-B GP LLC and MSREF VI TE C.V., acting by its general partner MSREF VI TE Coop-GP LLC

1.2                                 Interpretation

(a)                                  Unless otherwise defined in this Agreement, a term defined in the Original Facility Agreement has the same meaning when used in this Agreement or any notices, acknowledgements or other documents issued under or in connection with this Agreement.

(b)                                 Clause 1.2 (Interpretation) of the Original Facility Agreement is incorporated in this Agreement as if set out here in full but so that each reference in that clause to this Agreement shall be read as a reference to this Agreement.

1.3                                 Third Party Rights

(a)                                  Unless expressly provided to the contrary in any Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce or enjoy the benefit of any term of this Agreement or any other Finance Document issued or entered into under or in connection with it.

(b)                                 Unless expressly provided to the contrary in any Finance Document the consent of any person who is not a Party is not required to rescind or vary this Agreement or any other Finance Document entered into under or in connection with it.

2                                         Restatement

2.1                                 Restatement of the Original Facility Agreement

With effect from and including the Restatement Date, the Original Facility Agreement shall be amended and restated so that it shall be read and construed for all purposes as set out in schedule 3 (Restated Agreement).

2.2                                 Conditions precedent

(a)                                  The Agent shall notify the Company promptly in writing when it has received or waived the requirement to receive all the documents and other evidence listed in

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schedule 2 (Conditions precedent) of this Agreement in form and substance satisfactory to the Agent.

(b)                                 The Agent shall not be obliged to issue the notice referred to in clause 2.2(a) if:

(i)                                     a Default is continuing or would result from the restatement of the Original Facility Agreement pursuant to clause 2.1 (Restatement of the Original Facility Agreement); or

(ii)                                  the representations made by each Obligor pursuant to clause 3 (Representations) are not true.

2.3                                 Failure to satisfy conditions precedent

If the Restatement Date has not occurred on or before 31 October 2012 (or any later date which the Agent (acting on the instructions of the Majority Lenders) and the Company may agree), then clause 2 (other than this clause 2.3) and clause 4.1 (Continuing obligations) will cease to have effect and none of the amendments referred to in clause 2.1 (Restatement of the Original Facility Agreement) shall take effect. The Company shall, however, remain liable to the Finance Parties for all fees, costs and expenses pursuant to clause 6 (Fees, costs and expenses).

2.4                                 Security confirmation

Each Obligor confirms that its, and Topco confirms that each Obligor’s, liabilities and obligations arising under the Restated Agreement shall form part of (but do not limit) the Liabilities and Secured Liabilities (each as defined in the relevant Transaction Security Documents to which such Obligor or Topco is a party) and that the Transaction Security granted by each Obligor and Topco pursuant to the Transaction Security Documents to which it is a party shall cover (without limitation) the obligations and liabilities under the Restated Agreement.

2.5                                 Guarantee confirmation

Each Guarantor confirms that the guarantee contained in clause 14 (Guarantee and Indemnity) of the Original Facility Agreement continues in full force and effect and shall cover (without limitation) the obligations and liabilities of the Obligors under the Restated Agreement.

3                                         Representations

Each Obligor makes the representations in clause 20 (Representations) of the Restated Agreement by reference to the facts and circumstances then existing:

(a)                                  on the date of this Agreement; and

(b)                                 on the Restatement Date.

4                                         Continuity and further assurance

4.1                                 Continuing obligations

The provisions of the Original Facility Agreement and the other Finance Documents shall, save as amended by this Agreement, continue in full force and effect.

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4.2                                 Further assurance

Each Obligor shall promptly do all such acts or execute all such documents as the Agent may reasonably specify (and in such form as the Agent may reasonably require) in favour of it or any other Finance Party to give effect to the amendments effected or to be effected pursuant to this Agreement.

5                                         No waiver

Save as and to the extent expressly waived in this Agreement, the Original Facility Agreement and the other Finance Documents shall remain in full force and effect. No waivers are given and the Finance Parties expressly reserve all rights and remedies in respect of any breach of, or Default under, the Finance Documents, save as expressly set out in this Agreement.

6                                         Fees, costs and expenses

6.1                                 The Company shall, within 3 Business Days of demand, reimburse each Finance Party, for the amount of all costs and expenses (including legal fees) reasonably incurred by that Finance Party in connection with the negotiation, preparation, printing, execution and perfection of this Agreement and any other documents referred to in this Agreement.

6.2                                 The Obligors shall pay and, within 3 Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of this Agreement.

6.3                                 The Parent must pay to the Agent an amendment fee in the amount and at the times agreed in the Amendment Fee Letter.

7                                         Miscellaneous

7.1                                 Incorporation of terms

Clauses 26.1 (Notice) and 30 (Governing Law and Enforcement) of the Original Facility Agreement shall be deemed to be incorporated into this Agreement (with such conforming changes as the context requires) as if set out in full in this Agreement.

7.2                                 Counterparts

This Agreement or any Finance Document entered into under or in connection with this Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement or such Finance Document entered into under or in connection with this Agreement by e-mail attachment or telecopy shall be an effective mode of delivery.

7.3                                 Finance Document

Each of this Agreement and the Restated Agreement is a Finance Document.

This Agreement has been entered into on the date given at the beginning of this Agreement.

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Schedule 1

The Parties

Part 1 - The Obligors

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6

7

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Part 2 - The Lender

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Part 3 - The Hedge Counterparty

Names of Hedge Counterparty

Bank of Scotland plc

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Schedule 2

Conditions precedent

1                                         Obligors

(a)                                  A copy of the constitutional documents of each Obligor and Topco or a certificate addressed to the Agent, capable of being relied on by the Finance Parties, from a director of the Parent and/or Topco certifying that:

(i)            no change or other variation has been made to the articles of association and memorandum (if applicable) and other constitutional documents of each Obligor or Topco, as applicable, since they were delivered to the Agent as a condition precedent under the Original Facility Agreement;

(ii)           such documents remain in full force and effect; and

(iii)          there has been no change of name of any Obligor or Topco, as applicable, that has not previously been notified in writing to the Agent.

(b)                                 A copy of a resolution of the board or, if applicable, a committee of the board of directors of each Obligor and Topco:

(i)            approving the terms of, and the transactions contemplated by, the Amendment and Restatement Documents to which it is a party and resolving that it execute, deliver and perform the Amendment and Restatement Documents to which it is a party;

(ii)           authorising a specified person or persons to execute the Amendment and Restatement Documents to which it is a party on its behalf; and

(iii)          authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Amendment and Restatement Documents to which it is a party.

(c)                                  If applicable, a copy of a resolution of the board of directors of the relevant Obligor or Topco, establishing the committee referred to in paragraph 1(b).

(d)                                 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1(b) in relation to the Amendment and Restatement Documents and related documents.

(e)                                  A copy of a resolution signed by all the holders of the issued shares in each Guarantor, approving the terms of, and the transactions contemplated by, the Amendment and Restatement Documents to which the Guarantor is a party.

(f)                                    A copy of a resolution of the board of directors of each corporate shareholder of each Guarantor approving the terms of the resolution referred to in paragraph 1(e).

(g)                                 A certificate from a director of the Parent confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, Security or similar limit binding on any Obligor to be exceeded.

(h)                                 A certificate from a director of the Parent or other relevant Obligor certifying that each copy document relating to it specified in this part 1 of schedule 2 is correct, complete

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and in full force and effect and has not been amended, novated, supplemented, superseded or terminated as at a date no earlier than the date of this Agreement.

(i)                                     A certificate from a director of the Parent listing the names of all of the directors of the each Obligor holding office at the date of this Agreement.

(j)                                     A certificate from a director of the Parent listing the names of all of the shareholders of each Obligor at the date of this Agreement.

(k)                                  A certificate addressed to Ogier from a director of Topco, the Parent and each Obligor incorporated in Jersey.

2                                         Finance Documents

(a)                                  The Intercreditor Deed executed by all the parties to that deed.

(b)                                 This Agreement executed by each Obligor.

(c)                                  The Amendment Fee Letter executed by the Parent.

(d)                                 The Hedging Documents executed by all the parties thereto.

3                                         Legal opinions

The following legal opinions, each addressed to the Agent, the Security Trustee and the Original Lender:

(a)                                  A legal opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, legal advisers to the Agent, the Arranger and the Security Trustee as to English law substantially in the form provided to the Agent, the Arranger and the Security Trustee and/or distributed to the Original Lender prior to execution and delivery of this Agreement.

(b)                                 A legal opinion of Ogier, legal advisers to the Agent, Arranger and the Security Trustee as to Jersey law in substantially in the form provided to the Agent, the Arranger and the Security Trustee and/or distributed to the Original Lender prior to execution and delivery of this Agreement.

4                                         Other documents and evidence

(a)                                  Evidence that the fees, costs and expenses then due from the Parent, the Company and each other Obligor pursuant to clause 6 (Fees, costs and expenses) have been paid or will be paid by the Restatement Date.

(b)                                 A copy, certified by a director of the Parent, of the Group Structure Chart as at the Restatement Date.

(c)                                  Financial forecasts of the Group.

(d)                                 Evidence that the Certificates of Title may be relied upon by to the Uplift Participant.

(e)                                  A copy of each of the Service Contracts.

(f)                                    A copy of the Succession Plan.

(g)                                 A certified, true, complete and executed copy of the following documents:

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(i)            the Profit Participation Deed;

(ii)           each Profit Participation Security Document;

(iii)          each amendment agreement to the Management Agreements;

(iv)          the termination agreement to the Pooling Agreement;

(v)           the Purchase and Sale Agreement; and

(vi)          each Lease Agreement.

(h)                                 A certificate of the Parent (signed by a director) that completion of the acquisition contemplated under clause 2.01(a) of the Purchase and Sale Agreement has occurred in accordance with the terms of the Purchase and Sale Agreement.

(i)                                     Documentation and/or information in respect of know your customer requirements as may be required by the Agent in relation to (i) the entity acquiring all the partnership interest in Topco and all the shares in the capital of ▇▇▇▇ General Partner Limited pursuant to the Purchase and Sale Agreement and (ii) the identity of any new directors to be appointed to the boards of directors of Topco, ▇▇▇▇ General Partner Limited and/or ▇▇▇▇ Holdco Limited following the completion of such acquisitions.

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Schedule 3

Restated Agreement

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EXECUTION VERSION

Dated 31 July 2007

as amended and restated on                  2012

▇▇▇▇ HOLDCO LIMITED

BANK OF SCOTLAND PLC

as Arranger

BANK OF SCOTLAND PLC

as Agent

BANK OF SCOTLAND PLC

as Security Trustee

TERM LOAN FACILITY AGREEMENT

Contents

This Agreement is dated 31 July 2007 as amended and restated on 15 October 2012

Between

(1)           ▇▇▇▇ Holdco Limited (registered in Jersey with number 97688) (Parent);

(2)           The Subsidiaries of Parent listed in part 1 (The Original Obligors) of schedule 1 as original borrowers (together with the Parent, Original Borrowers);

(3)           The Subsidiaries of the Parent listed in part 1 (The Original Obligors) of schedule 1 as original guarantors (together with the Parent Original Guarantors);

(4)           Bank of Scotland plc as arranger (Arranger);

(5)           The Financial Institution listed in part 2 (The Original Lender) of schedule 1 as lender (Original Lender);

(6)           The person listed in part 3 (The Original Hedge Counterparty) of schedule 1 as hedge counterparty (Original Hedge Counterparty);

(7)           Bank of Scotland plc as agent of the other Finance Parties (Agent); and

(8)           Bank of Scotland plc as security trustee for the Finance Parties (Security Trustee).

It is agreed

1              Definitions and interpretation

1.1           Definitions

In this Agreement:

Acceptable Bank means:

(a)           a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A or higher by Standard & Poor’s Rating Services, A or higher by Fitch Ratings Ltd or A1 or higher by ▇▇▇▇▇’▇ Investors Service Limited or a comparable rating from an internationally recognised credit rating agency or

(b)           any other bank or financial institution approved by the Agent

Accession Deed means a document substantially in the form set out in schedule 9 (Form of Accession Deed)

Account means all monies from time to time standing to the credit of each account held by the relevant Obligor with any bank, building society, financial institution or other person

Accounting Principles means generally accepted accounting principles in the United Kingdom as at the date of this Agreement

Accounting Reference Date has the meaning given to it in section 391 of the CA2006

Additional Borrower means a company which becomes a borrower in accordance with clause 28.2 (Additional Borrowers)

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Additional Cost Rate has the meaning given to it in schedule 6 (Mandatory Cost Formula)

Additional Guarantor means a company which becomes an Additional Guarantor in accordance with clause 28.4 (Additional Guarantors)

Additional Obligor means an Additional Borrower or an Additional Guarantor

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company

Agent’s Spot Rate of Exchange means the Agent’s spot rate of exchange for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11.00 a.m. on a particular day

Amendment and Restatement Agreement means the Amendment and Restatement Agreement dated on or around 15 October 2012 between the parties to this Agreement

Annual Financial Statements means the financial statements for a Financial Year delivered pursuant to clause 21.1(a) (Financial statements)

Articles means the articles of association of the Parent

Assignment Agreement means an agreement substantially in the form set out in schedule 8 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee provided that if that other form does not contain the undertaking set out in the form set out in schedule 8 (Form of Assignment Agreement) it shall not be a Creditor/Agent Accession Undertaking as defined in, and for the purposes of, the Intercreditor Deed

Auditors means one of PricewaterhouseCoopers LLP, Ernst & Young LLP, KPMG Audit PLC or Deloitte LLP or any other firm approved in advance by the Majority Lenders (such approval not to be unreasonably withheld or delayed)

Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration

Available Commitment means a Lender’s Commitment minus:

(a)           the Base Currency Amount of its participation in any outstanding Utilisations under the Facility and

(b)           in relation to any duly requested proposed Utilisation, the Base Currency Amount of its participation in any other Utilisations that are due to be made under the Facility on or before the proposed Utilisation Date

Available Facility means the aggregate for the time being of each Lender’s Available Commitment

Base Currency means sterling

Base Currency Amount means in relation to a Utilisation, the amount specified in the Utilisation Request delivered by a Borrower (or the Parent on its behalf) for that Utilisation as adjusted to reflect any repayment, prepayment or consolidation of a Utilisation

Base Reference Bank Rate means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Base Reference Banks in

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relation to LIBOR, as the rate at which the relevant Base Reference Bank could borrow funds in the London interbank market in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period

Base Reference Banks means, in relation to LIBOR, the principal London offices of the Agent, HSBC Bank plc and Barclays Bank PLC or such other banks as may be appointed by the Agent in consultation with the Parent

Borrower means an Original Borrower or an Additional Borrower unless it has ceased to be a Borrower in accordance with clause 28 (Changes to the Obligors)

Break Costs means the amount (if any) by which:

(a)           the interest (excluding Margin and Mandatory Costs) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the amount of the Loan or Unpaid Sum received been paid on the last day of that Interest Period

exceeds:

(b)           the amount which that Lender would be able to obtain by placing an amount equal to the amount of the Loan or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period

Budget means the budget delivered by the Parent to the Agent in respect of that period pursuant to, and in accordance with, clause 21.4 (Budget)

Business means the business of owning and operating the Portfolio Assets and providing residential, nursing and specialist care services through such ownership and operation and the provision of all necessary or desirable ancillary services and support functions relating thereto

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London and ▇▇▇▇▇▇

▇▇▇▇▇▇ means the Companies ▇▇▇ ▇▇▇▇

Careco means:

(a)           Sunrise Home Help Fleet Limited a limited liability company incorporated in England with registered number 05210805

(b)           Sunrise Home Help Westbourne Limited a limited liability company incorporated in England with registered number 04407383

(c)           Sunrise Home Help Guildford Limited a limited liability company incorporated in England with registered number 05272601

(d)           Sunrise Home Help Edgbaston Limited a limited liability company incorporated in England with registered number 04407376

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(e)           Sunrise Home Help ▇▇▇▇▇▇▇ Limited a limited liability company incorporated in England with registered number 05300869

(f)            Sunrise Home Help Esher Limited a limited liability company incorporated in England with registered number 05300872

(g)           Sunrise Home Help Mobberley Limited a limited liability company incorporated in England with registered number 05391704

(h)           Sunrise Home Help Solihull Limited a limited liability company incorporated in England with registered number 05496901

(g)           Sunrise Home Help Cardiff Limited a limited liability company incorporated in England with registered number 05496902

(h)           Sunrise Home Help Chorleywood Limited a limited liability company incorporated in England with registered number 05550902

(i)            Sunrise Home Help Tettenhall Limited a limited liability company incorporated in England with registered number 05663738

(j)            Sunrise Home Help Southbourne Limited a limited liability company incorporated in England with registered number 05879184

(k)           Sunrise Home Help Eastbourne Limited a limited liability company incorporated in England with registered number 05897086

(l)            Sunrise Home Help Weybridge Limited a limited liability company incorporated in England with registered number 05841602 and

(m)          Sunrise Home Help Bramhall II Limited a limited liability company incorporated in England with registered number 06135751

Care Home means a nursing or residential home providing medical or social care which is required to be registered pursuant to the Relevant Act

Cash Equivalent Investments means at any time:

(a)           certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank

(b)           any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security

(c)           commercial paper not convertible or exchangeable to any other security:

(i)            for which a recognised trading market exists

(ii)           issued by an issuer incorporated in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State

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(iii)          which matures within one year after the relevant date of calculation and

(iv)          which has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services, F-1 or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇’▇ Investors Service Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating

(d)           sterling bills of exchange eligible for rediscount at the Bank of England and accepted by an Acceptable Bank (or their dematerialised equivalent)

(e)           any investment in money market funds which:

(i)            have a credit rating of either A-1 or higher by Standard & Poor’s Rating Services, F-1 or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇’▇ Investors Service Limited

(ii)           invest substantially all their assets in securities of the types described in sub-paragraphs (a) to (d) and

(iii)          can be turned into cash on not more than 30 days’ notice

or

(f)            any other debt security approved by the Majority Lenders

in each case, to which an Obligor is beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security (other than Security arising under the Transaction Security Documents)

Certificate of Title means a certificate of title, prepared by English legal counsel for the Parent relating to the Properties and addressed to, and/or capable of being relied upon by, the, Reliance Parties and updated on or about date of the Amendment and Restatement Agreement

Change of Control means:

(a)           the Sponsors taken together cease:

(i)            to control Topco or

(ii)           on or after the completion of any initial public offering that involves either itself or in aggregate with any other initial public offering the admission of at least 20% of the total issued share capital of TopCo or any Holding Company of TopCo to listing and trading on a recognised stock exchange, the Sponsors together cease to own (whether directly or indirectly) 30% or more of the shares in TopCo or

(b)           any person or persons acting in concert (other than the Sponsors) acquire control of TopCo other than pursuant to a transfer of shares or interest in TopCo (whether directly or indirectly) to one or more of the Sponsors or

(c)           any Borrower (whether directly or indirectly) ceases to be the wholly-owned Subsidiary of the Parent or

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(d)           the Parent (whether directly or indirectly) ceases to be the wholly-owned Subsidiary of Topco

in each case, provided that any new person that acquires more than 10% of the share capital of the Parent or TopCo has complied with the Agent’s know your customer requirements within 20 Business Days of the Agent notifying the Obligors’ Agent of any failure by such shareholder to comply with these requirements

For the purposes of this definition:

(a)           control of with respect to any person means:

(i)            the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(A)          cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of such person or

(B)           appoint or remove all, or the majority, of the directors or other equivalent officers of such person or

(C)           give directions with respect to the operating and financial policies of such person which the directors or other equivalent officers of the such person are obliged to comply and

(b)           acting in concert means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition, directly or indirectly of interests in Topco by any of them, either directly, indirectly, to obtain or consolidate control of Topco

(c)           notwithstanding anything contained herein to the contrary, in no event shall any of the following transactions qualify as a Change of Control pursuant to this definition : any merger, consolidation, reorganisation, change in control transaction, sale of all or substantially all assets or other similar transaction with respect to Sunrise Senior Living Inc., Sunrise Senior Living Investments, Inc. and/or Sunrise Senior Living Management Inc.

Charged Property means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security

Commitment means:

(a)           in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading Commitment in part 2 (The Original Lender) of schedule 1 and the amount of any other commitment relating to the Facility transferred to it in accordance with the terms of this Agreement or assumed by it in accordance with clause 2.2 (Increase) and

(b)           in relation to any other Lender, the amount in the Base Currency of the Commitment transferred to it under this Agreement or assumed by it in accordance with 2.2 (Increase)

to the extent:

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(i)            not cancelled, reduced or transferred by it under this Agreement and

(ii)           not deemed to be zero pursuant to clause 27.2 (Disenfranchisement on Debt Purchase Transactions entered into by Sponsor Affiliates)

Company means ▇▇▇▇ Opco Limited, a company incorporated in England and Wales with registered number 06300259 at registered address 1st Floor, Phoenix House, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇

Compliance Certificate means a certificate substantially in the form set out in schedule 11 (Form of Compliance Certificate)

Confidential Information means all information relating to the Parent, any Obligor, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of  becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

(a)           any member of the Group or any of its advisers or

(b)           another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(i)            is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of clause 39 (Confidentiality) or

(ii)           is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers or

(iii)          is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality

Confidentiality Undertaking means a confidentiality undertaking substantially in the recommended form of the LMA for the time being

Contribution Notice means a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions ▇▇▇ ▇▇▇▇

CQC means the Care Quality Commission

CSSIW means the Care and Social Services Inspectorate Wales

CTA means the Corporation Tax ▇▇▇ ▇▇▇▇

7

Debt Purchase Transaction means, in relation to a person, a transaction where such person:

(a)           purchases by way of assignment or transfer

(b)           enters into any sub-participation in respect of or

(c)           enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of

any Commitment or amount outstanding under this Agreement

Default means an Event of Default or any event or circumstance specified in clause 25 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default

Defaulting Lender means any Lender (other than a Lender which is a Sponsor Affiliate):

(a)           which has failed to make its participation in a Loan available

(b)           which has otherwise rescinded or repudiated a Finance Document or

(c)           with respect to which an Insolvency Event has occurred and is continuing

unless, in the case of paragraph (a) above:

(i)            its failure to pay is caused by:

(A)          administrative or technical error or

(B)           a Disruption Event and

payment is made within 3 Business Days of its due date or

(ii)           the Lender is disputing in good faith whether it is contractually obliged to make the payment in question

Delegate means any delegate, agent, nominee, attorney or co-trustee appointed by the Security Trustee

Disruption Event means either or both of:

(a)           a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties or

(b)           the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)            from performing its payment obligations under the Finance Documents or

8

(ii)           from communicating with other Parties in accordance with the terms of the Finance Documents

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted

Duty of Care Agreement means an agreement between, amongst others, the Managing Agent and the Security Trustee for the benefit of the Security Trustee setting out the standard of care that a Managing Agent shall meet in carrying out its duties as managing agent of the Opcos in the agreed form or otherwise in such form as the Managing Agent and the Security Trustee may agree

Environment means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

(a)           air (including, without limitation, air within natural or man-made structures, whether above or below ground)

(b)           water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers) and

(c)           land (including, without limitation, land under water)

Environmental Claim means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law

Environmental Law means any applicable law or regulation which relates to:

(a)           the pollution or protection of the Environment

(b)           the conditions of the workplace or

(c)           the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste

Environmental Permits means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Group conducted on or from any Real Property owned or used by any member of the Group

Equipment Rental Agreement means each agreement between the relevant Propco and Opco pursuant to which the Propco agrees to supply F&E to the Opco

ESQS means the essential standards of quality and safety provided by the CQC pursuant to the Health and Social Care ▇▇▇ ▇▇▇▇

Event of Default means any event or circumstance specified as such in clause 25 (Events of Default)

Excess Cash has the meaning given to it in clause 8.2 (Disposal, Insurance, and Excess Cash)

9

Existing Financial Indebtedness means all Bank Debt and the Shareholder Loans (each as defined in an acquisition agreement dated 31 July 2007 between, amongst others, the Parent and the Company in relation to the sale and purchase of the Portfolio Assets)

F&E means the furniture and equipment described in each Equipment Rental Agreement

Facility means the term loan facility made available under this Agreement as described in clause 2.1(a) (The Facility)

Facility Office means:

(a)                                  in respect of a Lender, the office or offices notified by that Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than 7 days’ written notice) as the office or offices through which it will perform its obligations under this Agreement or

(b)                                 in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes

Fee Letter means any letter or letters between:

(a)           the Arranger and the Parent or

(b)           the Agent and the Parent or

(c)           the Security Trustee and the Parent

setting out any of the fees referred to in clause 2.2(e) (Increase) or clause 13 (Fees)

Finance Document means this Agreement, any Accession Deed, any Compliance Certificate, any Fee Letter, any Hedging Agreement, the Intercreditor Deed, the Duty of Care Agreement any Resignation Letter, any Selection Notice, any Transaction Security Document, the Amendment and Restatement Agreement, any Utilisation Request and any other document designated as a Finance Document by the Agent and the Parent  provided that where the term Finance Document is used in, and construed for the purposes of, this Agreement or the Intercreditor Deed, a Hedging Agreement shall be a Finance Document only for the purposes of:

(a)           the definition of Material Adverse Effect

(b)           paragraph (a) of the definition of Permitted Transaction

(c)           the definition of Transaction Document

(d)           the definition of Transaction Security Document

(e)           clause 1.2(a)(iv) (Interpretation)

(f)            clause 19 (Guarantee and indemnity) and

(g)                                 clause 25 (Events of Default) (other than clause 25.16 (Repudiation and rescission of agreements) and clause 25.22 (Acceleration))

Finance Lease means any lease or hire purchase contract which would, in accordance with the Accounting Principles, be treated as a finance or capital lease

10

Finance Party means the Agent, the Arranger, the Security Trustee, a Lender or a Hedge Counterparty provided that where the term Finance Party is used in, and construed for the purposes of, this Agreement or the Intercreditor Deed, a Hedge Counterparty shall be a Finance Party only for the purposes of:

(a)           the definition of Secured Parties

(b)           clause 1.2(a)(i) (Interpretation)

(c)           paragraph (c) of the definition of Material Adverse Effect

(d)           clause 19 (Guarantee and indemnity) and

(e)           clause 30 (Conduct of business by the Finance Parties)

Financial Indebtedness means any indebtedness for or in respect of:

(a)           monies borrowed and debit balances at banks or other financial institutions

(b)                                 acceptance under any acceptance credit or ▇▇▇▇ discounting facility (or dematerialised equivalent)

(c)                                  any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument

(d)           any Finance Leases

(e)                                  receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis)

(f)                                    (for the purposes of clause 25.5 (Cross default) only) any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account)

(g)                                 any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of (i) an underlying liability (but not, in any case, Trade Instruments) of an entity which is not a member of the Group which liability would fall within one of the other paragraphs of this definition or (ii) any liabilities of any member of the Group relating to any post-retirement benefit scheme

(h)                                 any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the issuer) before 31 March 2017 or are otherwise classified as borrowings under the Accounting Principles

(i)                                     any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 180 days after the date of supply

(j)                                     any amount raised under any other transaction (including any forward sale or purchase sale and sale back or sale and leaseback agreement) having the

11

commercial or economic effect of a borrowing or otherwise classified as borrowings under the Accounting Principles and

(k)                                  the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) (but, for the purposes of clause 22 (Financial covenants), without double counting)

Financial Quarter has the meaning given to that term in clause 22.1 (Financial definitions)

Financial Support Direction means a financial support direction issued by the Pensions Regulator under section 43 of the Pensions ▇▇▇ ▇▇▇▇

Financial Year has the meaning given to that term in clause 22.1 (Financial definitions)

Group means the Parent and each of its Subsidiaries for the time being

Group Structure Chart means the group structure chart to be delivered by the Parent to the Agent pursuant to clause 4.1 (Initial conditions precedent) in agreed form

Guarantor means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with clause 28 (Changes to the Obligors)

Health and Social Care Standards means the Health and Social Care ▇▇▇ ▇▇▇▇ including without limitation the laws, regulations (including without limitation the Health and Social Care ▇▇▇ ▇▇▇▇ (Regulated Activities) Regulations 2010 and the Care Quality Commission (Registration) Regulations 2009)), procedures and guidelines in force from time to time thereunder and the regulation of health and care services thereunder by the CQC (in each case, as amended, extended, consolidated or replaced from time to time)

Health Authority means a health authority in England or Wales, including without limitation, the CQC and/or the CSSIW as applicable

Hedge Counterparty means:

(a)                                  any Original Hedge Counterparty and

(b)                                 any person which has become a Party as a Hedge Counterparty in accordance with clause 26.8 (Accession of Hedge Counterparties)

which, in each case, is or has become, a party to the Intercreditor Deed as a Hedge Counterparty in accordance with the provisions of the Intercreditor Deed

Hedging Agreement means any master agreement, confirmation, schedule or other agreement in agreed form entered into or to be entered into by ▇▇▇▇ Opco Limited and a Hedge Counterparty for the purpose of hedging interest rate liabilities in relation to the Facility as agreed between the Parent and the Agent

Hedging Break Costs means all amounts payable to the Hedge Counterparty as a result of termination or closing out of all or any part of the Hedging Agreements if such termination or close-out is required thereunder as a result of any prepayment under this Agreement

Holding Account means an account:

(a)           held by a member of the Group with the Security Trustee

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(b)           identified in a letter between the Parent and the Agent as a Holding Account

(c)           which the Security Trustee has sole signing rights to and

(d)                                subject to Security in favour of the Security Trustee which Security is in form and substance satisfactory to the Security Trustee

(as the same may be redesignated, substituted or replaced from time to time)

Holding Company means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary

Impaired Agent means the Agent at any time when:

(a)                                  it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment

(b)                                 the Agent otherwise rescinds or repudiates a Finance Document

(c)                                  (if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of Defaulting Lender or

(d)                                 an Insolvency Event has occurred and is continuing with respect to the Agent

unless, in the case of paragraph (a) above:

(i)            its failure to pay is caused by:

(A)          administrative or technical error or

(B)           a Disruption Event and

payment is made within 3 Business Days of its due date or

(ii)                                  the Agent is disputing in good faith whether it is contractually obliged to make the payment in question

Increase Confirmation means a confirmation substantially in the form set out in schedule 13 (Form of Increase Confirmation)

Increase Lender has the meaning given to that term in clause 2.2 (Increase)

Initial Valuation means the report dated 24 April 2012 prepared by Savills Commercial Limited and capable of being relied on by the Finance Parties supplied to the Agent as a condition precedent under this Agreement on or before the first Utilisation Date

Insolvency Event in relation to a Finance Party means that the Finance Party:

(a)                                  is dissolved (other than pursuant to a consolidation, amalgamation or merger)

(b)                                 becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due

(c)                                  makes a general assignment, arrangement or composition with or for the benefit of its creditors

13

(d)                                 institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official

(e)                                  has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i)                                     results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or

(ii)                                  is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof

(f)                                    has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking ▇▇▇ ▇▇▇▇ and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking ▇▇▇ ▇▇▇▇

(g)                                 has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger)

(h)                                 seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above)

(i)                                     has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter

(j)                                     causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (i) above or

(k)                                  takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts

Intellectual Property means:

(a)                                  any patents, trade marks, service marks, designs, business names, copyrights, database rights, design rights, topography rights, domain names, moral rights, inventions, confidential information, knowhow and any other associated or similar

14

intellectual property rights and interests anywhere in the world (which may now or in the future subsist), and in each case whether registered or unregistered and

(b)                                 the benefit of all applications, rights to apply for and rights to use such assets (including, without limitation, any licences and sub-licences of the same granted by it or to it) of each member of the Group (which may now or in the future subsist)

Intercreditor Deed means the intercreditor deed dated on or about the date of the Amendment and Restatement Agreement and made between, among others, the Parent, the Debtors (as defined in the Intercreditor Deed), Bank of Scotland plc as Security Trustee, Bank of Scotland plc as agent, the Lenders (as Senior Lenders), the Arranger (as Arranger), the Hedge Counterparties, the Uplift Participant (as defined in the Intercreditor Deed) and the Intra-Group Lenders (as defined in the Intercreditor Deed)

Interest Period means, in relation to a Loan, each period determined in accordance with clause 11 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with clause 10.5 (Default interest)

ITA means the Income Tax ▇▇▇ ▇▇▇▇

Jersey Subsidiary means those entities listed in part 1 of schedule 1 which are identified as Jersey as their jurisdiction of incorporation

Joint Venture means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity

Lease Agreements means any lease agreements between each Propco and each Opco as at the date of the Amendment and Restatement Agreement

Legal Reservations means:

(a)                                  the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors and

(b)                                 the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim and

(c)           similar principles, rights and defences under the laws of any Relevant Jurisdiction

Lender means:

(a)           any Original Lender and

(b)                                 any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with clause 2.2 (Increase) or clause 26 (Changes to the Lenders)

which in each case has not ceased to be a Lender in accordance with the terms of this Agreement

LIBOR means in relation to any Loan:

(a)           the applicable Screen Rate or

15

(b)                                 (if no Screen Rate is available for the currency or Interest Period of that Loan) the Base Reference Bank Rate

as of the Specified Time on the Quotation Day for the currency of that Loan and a period comparable to the Interest Period of that Loan and if any such rate is below zero, LIBOR will be deemed to be zero

Limitation Acts means the Limitation ▇▇▇ ▇▇▇▇ and the Foreign Limitation Periods Act 1984

LMA means the Loan Market Association

Loan means a loan made or to be made under the term loan facility made available under this Agreement as set out in 2.1(a) (The Facility) or the principal amount outstanding for the time being of that loan

Majority Lenders means a Lender or Lenders whose Commitments aggregate more than 662/3% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 662/3% of the Total Commitments immediately prior to that reduction)

Management means each of ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and any successors in the roles of Head of UK Sunrise or Joint Venture Controller

Management Agreement means each management agreement listed in schedule 15 (Management Agreements) together with any other management agreement in relation to the management of care homes entered into by a member of the Group and, in each case, on terms satisfactory to the Agent

Managing Agent means Sunrise Senior Living Limited

Mandatory Cost means the percentage rate per annum calculated by the Agent in accordance with schedule 6 (Mandatory Cost Formula)

Mandatory Prepayment Account means an interest-bearing account:

(a)           held by a Borrower with the Security Trustee

(b)                                identified in a letter between the Parent and the Agent as a Mandatory Prepayment Account

(c)           the Security Trustee has sole signing rights to and

(d)                                subject to Security in favour of the Security Trustee which Security is in form and substance satisfactory to the Security Trustee

and until otherwise agreed in writing between the Agent and the Parent, the following account shall operate as the Mandatory Prepayment Account:

Account no:                          06090147

Sort code:                              12-01-03

Account name:                     ▇▇▇▇ Opco Limited Debt Service a/c

Margin means:

(a)                                  in relation to a Loan, 1.15% per annum for the period to 31 December 2012 and 1.50% per annum thereafter

16

(b)                                 in relation to any Unpaid Sum relating or referable to the Facility, the rate per annum specified for the Facility and

(c)           in relation to any other Unpaid Sum, the highest rate specified above

Material Adverse Effect means in the reasonable opinion of the Majority Lenders a material adverse effect on:

(a)                                  the business, operations, property or condition (financial or otherwise) of the Group taken as a whole

(b)                                 the ability of the Obligors (taken as a whole) to perform and comply with their payment obligations under any Finance Document and their obligations under the financial covenants listed in clause 22 (Financial covenants) or

(c)                                  the validity or enforceability of, or the effectiveness or ranking of any Security granted or purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents

Material Provision means each of clause 24.9 (Merger) to 24.11 (Acquisitions) (inclusive), clause 24.15 (Pari passu ranking), clause 24.16 (Negative pledge), clause 24.17 (Disposals), clauses 24.19 (Loans or credit) to 24.23 (Financial Indebtedness) (inclusive), clause 24.25 (Insurance), clause 24.31 (Financial assistance) and clause 24.45 (Conditions subsequent)

Month means, a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)                                  (subject to paragraph (c)) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day

(b)                                 if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month and

(c)                                  if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end

The above rules will only apply to the last Month of any period

Monthly Financial Statements means the financial statements delivered pursuant to clause 21.1(c) (Financial statements)

MSREF VI Fund means ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Real Estate Fund VI International-T, L.P., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Real Estate Investors VI International, L.P., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Real Estate Fund VI Special-A International, L.P., MSREF VI TE C.V. and MSREF VI Special-B C.V. and/or any of their respective Affiliates and/or funds managed by any of them

17

New Equity means any funds received by the Parent from the Sponsors either by way of subscription proceeds for ordinary shares in the Parent or loan notes issued to the Sponsors where:

(a)                                  such ordinary shares shall not be redeemable and shall not carry any entitlement to dividends prior to the date on which the Facility is repaid and discharged in full (in accordance with the provisions of the Intercreditor Deed)

(b)                                 such loan notes shall have a maturity falling after the final maturity date applicable to the Facility and shall not be entitled to a cash pay yield prior to the date on which the Facility is repaid and discharged in full (in each case in accordance with the provisions of the Intercreditor Deed) and

(c)                                  such ordinary shares, loans or loan notes, as applicable, shall be subordinated in all respects to the Facility in accordance with the provisions of the Intercreditor Deed and the holder of such shares and/or loan notes shall, if not a party to the Intercreditor Deed already become a party to the Intercreditor Deed as a Subordinated Creditor (under and as defined therein) prior to the issuance of such shares and/or loan notes

New Lender has the meaning given to it in clause 26.1 (Assignments and transfers by the Lenders)

NMS Regulations means the national minimum standards provided for under the Care Standards ▇▇▇ ▇▇▇▇

Non-Consenting Lender has the meaning given to that term in clause 38.4 (Replacement of Lender)

Notifiable Debt Purchase Transaction has the meaning given to that term in clause 27.2 (Disenfranchisement on Debt Purchase Transactions entered into by Sponsor Affiliates)

Obligor means a Borrower or a Guarantor

Opco means each entity listed in part 1 (Opcos) of schedule 4

Original Financial Statements means:

(a)                                  in relation to each Original Obligor other than the Parent, its audited financial statements for its financial year ended 31 December 2010 and

(b)                                 in relation to any other Obligor, its audited financial statements delivered to the Agent as required by clause 28 (Changes to the Obligors)

Participating Member State means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union

Party means a party for the time being to this Agreement

Pensions Regulator means the body corporate called the Pensions Regulator established under Part I of the Pensions ▇▇▇ ▇▇▇▇

Perfection Requirements means the making or the procuring of the appropriate registrations, recordings, filings, endorsements, notarisation, stamping and/or notifications of the Transaction Security Documents and/or the Transaction Security created under them

18

Permitted Acquisition means:

(a)                                  an acquisition which is consented to by the Majority Lenders

(b)                                 an acquisition of securities which are Cash Equivalent Investments so long as those Cash Equivalent Investments become subject to the Transaction Security as at their date of acquisition

(c)                                  an acquisition pursuant to a Permitted Share Issue and

(d)                                 an acquisition by a member of the Group of an asset sold, leased, transferred or otherwise disposed of by another member of the Group in circumstances constituting a Permitted Disposal

Permitted Disposal means any sale, lease, licence, transfer or other disposal which, except in the case of paragraph (b), is on arm’s length terms:

(a)                                  of trading stock or cash made by any member of the Group in the ordinary course of trading of the disposing entity

(b)                                 of assets (other than any shares, business, Real Property or Intellectual Property and other assets which are subject to a fixed charge in favour of the Security Trustee) in exchange (within 30 days or such longer period as the Majority Lenders may agree) for other assets comparable or superior as to type, value or quality

(c)                                  of Cash Equivalent Investments for cash or in immediate exchange for other Cash Equivalent Investments

(d)                                 constituted by a licence of intellectual property rights permitted by clause 24.29 (Intellectual Property)

(e)                                  arising as a result of any Permitted Security

(f)                                    of Cash Equivalent Investments for cash or in exchange for other Cash Equivalent Investments

(g)                                 to an Obligor for full market value but if:

(i)                                     the disposing company is a Guarantor, the Obligor must be a Guarantor guaranteeing at all times an amount no less than that guaranteed by the disposing company and

(iii)                               the disposing company has given Security in favour of the Security Trustee prior to the disposal, the Obligor must give equivalent Security in favour of the Security Trustee; and either:

(A)                              provides a reasoned legal opinion to the effect that such disposal will not constitute a transaction which would or is likely to be set aside under which ever is applicable of sections 238, 239, 242, 241 and 423 of the Insolvency ▇▇▇ ▇▇▇▇ (or any analogous provisions in any Relevant Jurisdiction) or

(B)                                provides solvency certificates from its directors and from its Auditors as at the date of such disposal and provides a reasoned legal opinion to the effect that such disposal is not reasonably likely to constitute a

19

transaction which is likely to be set aside under whichever is applicable of sections 238, 239, 242, 241 and 423 of the Insolvency ▇▇▇ ▇▇▇▇ (or any analogous provisions in any Relevant Jurisdiction) or

(C)                                has obtained the prior written consent of the Agent, such consent not to be unreasonably withheld or delayed

(h)                                 of cash by way of a Permitted Loan

(i)                                     of cash in order to complete a Permitted Acquisition

(j)                                     of assets (other than shares or Real Property) by the Opcos for cash where net consideration receivable (when aggregated with the net consideration receivable for any other sale, lease, licence, transfer or other disposal not allowed under the preceding paragraphs) does not exceed in aggregate £250,000 (or its equivalent) in any Financial Year of the Parent or

(k)                                  licences granted by an Opco or Propco in the ordinary course of business in accordance with the relevant Management Agreement, provided that the Agent’s prior consent (not to be unreasonably withheld) will be required for any licence for a duration of more than one year or involving a rental of more than £40,000 per annum

(l)                                     of obsolete or redundant assets (other than Real Property)

(m)                               with the prior written consent of the Majority Lenders or

(o)                                 of any asset or assets at full market value where the proceeds of such disposal or series of disposals are sufficient to discharge the Senior Liabilities in full

Permitted Distribution means the payment of a dividend from an Obligor to its Holding Company provided that Holding Company is also a member of the Group which is party to a Transaction Security Document

Permitted Financial Indebtedness means Financial Indebtedness:

(a)                                  arising under any of the Finance Documents, the documents evidencing the loans permitted under paragraph (a) of the definition Permitted Loan as in force on the date of this Agreement and amended from time to time in compliance with this Agreement and the Intercreditor Deed

(b)                                 arising under a Permitted Transaction or as permitted by clause 24.33 (Treasury transactions)

(c)                                  in respect of the Propcos and Opcos only, not permitted by the preceding paragraph and the outstanding principal amount of which does not exceed £500,000 (or its equivalent) in aggregate at any time or

(d)                                 arising under the Profit Participation Deed

Permitted Guarantee means:

(a)                                  the endorsement of negotiable instruments in the ordinary course of trade

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(b)                                 any performance or similar bond guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of business or any counter-indemnity or similar assurance entered into by an Opco in respect of any such arrangement provided by any other person

(c)                                  any guarantee arising under any Finance Document

(d)                                 any guarantee given in respect of the netting or set-off arrangements permitted pursuant to paragraph (c) of the definition of Permitted Security

(e)                                  any indemnity granted by any Opco in the ordinary course of business on arms length terms where an indemnity is given to the other contracting party in respect of any claims that such contracting party may face from third parties including Residents as a result of a breach by that Opco of such agreement

(f)                                    any guarantee arising under the Profit Participation Deed and

(g)                                 guarantees given by an Opco of Permitted Financial Indebtedness

Permitted Loan means:

(a)                                  any loan made by an Obligor to another Obligor

(b)                                 any trade credit extended by any member of the Group to its customers on normal commercial terms and in the ordinary course of its trading activities and which is not outstanding for more than 60 days, save in respect for sums due from Residents not outstanding for more than 180 days

(c)                                  Financial Indebtedness which is referred to in the definition of, or otherwise constitutes Permitted Financial Indebtedness and

(d)                                 a loan made by a member of the Group to an employee or director of any member of the Group if the amount of that loan when aggregated with the amount of all loans to employees and directors by members of the Group does not exceed £50,000 (or its equivalent) at any time

(e)                                  any loans made by an Obligor to a member of the Group which is not an Obligor so long as the aggregate amount of the Financial Indebtedness under such loans does not exceed £50,000 (or its equivalent) in aggregate at any time

so long as in the case of paragraph (e) above:

(i)                                     the creditor of such Financial Indebtedness shall grant security over its rights in respect of such Financial Indebtedness in favour of the Secured Parties on terms consistent with the relevant Transaction Security Documents and

(ii)                                  to the extent required by the Intercreditor Deed, the creditor (if the creditor is a member of the Group) and (if the debtor is a member of the Group) the debtor of such Financial Indebtedness are or become party to the Intercreditor Deed as an Intra-Group Lender and a Debtor (as defined, in each case, in the Intercreditor Deed) respectively

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Permitted Security means:

(a)                                  any lien arising by operation of law and in the ordinary course of an Opco’s business and not as a result of any default or omission by an Opco and which secures obligations not more than 30 days due

(b)                                 any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements or pursuant to Treasury Transactions for the purpose of netting debit and credit balances of members of the Group but only so long as (i) such arrangement does not permit credit balances of Obligors to be netted or set off against debit balances of members of the Group which are not Obligors and (ii) such arrangement does not give rise to other Security over the assets of Obligors in support of liabilities of members of the Group which are not Obligors

(c)                                  any Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any member of the Group

(d)                                 any Quasi-Security arising as a result of a disposal which is a Permitted Disposal or

(e)                                  any Security arising under any Profit Participation Security Document

Permitted Share Issue means an issue of:

(a)                                  ordinary shares by the Parent to Topco, paid for in full in cash upon issue and which by their terms are not redeemable and where:

(i)                                     such shares are of the same class and on the same terms as those initially issued by the Parent to the relevant Investor on or before the date of this Agreement

(ii)                                  such issue does not lead to a Change of Control of the Parent and

(iii)                               the newly issued shares also become subject to the Transaction Security on the same terms as the initial shares

(b)                                 shares by a member of the Group (other than the Parent) which is a Subsidiary to its immediate Holding Company where (if the existing shares of the Subsidiary are the subject of the Transaction Security) the newly-issued shares also become subject to the Transaction Security on the same terms or

(c)                                  shares pursuant to a Floatation (subject to clause 8 (Mandatory prepayment))

Permitted Transaction means:

(a)                                  a Permitted Acquisition, a Permitted Disposal, a Permitted Loan, Permitted Guarantee, Permitted Security or other transaction permitted under the Finance Documents

(b)                                 any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security or Quasi-Security given, or other transaction arising, under the Finance Documents

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(c)                                  the solvent liquidation or reorganisation of any member of the Group which is not an Obligor so long as any payments or assets distributed as a result of such liquidation or reorganisation are distributed to other members of the Group or

(d)                                 transactions (other than (i) any sale, lease, licence, transfer or other disposal and (ii) the granting or creation of security or the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading on arm’s length terms

(e)                                  transactions under the Profit Participation Deed

PIK Margin means 2.25% per annum

Pooling Agreement means the pooling agreement dated 31 July 2007 between, amongst others, Sunrise Senior Living Limited, each Propco and each Opco

Portfolio Assets means the senior living communities known as “Sunrise of Edgbaston”, “Sunrise of Esher”, “Sunrise of Fleet”, “Sunrise of Guildford”, “Sunrise of Westbourne”, “Sunrise of Southampton”, “Sunrise of ▇▇▇▇▇▇▇▇”, “Sunrise of Cardiff”, “Sunrise of Chorleywood”, “Sunrise of Eastbourne”, “Sunrise of Mobberley”, “Sunrise of Solihull”, “Sunrise of Southbourne”, “Sunrise of Tettenhall” and “Sunrise of Weybridge”

Profit Participation Deed means the profit participation deed dated on or around the date of the Amendment and Restatement Agreement between, amongst others, Bank of Scotland plc and the Parent in the agreed form

Profit Participation Security Document means

(a)                                  the Jersey law security interest agreement dated on or abut the Amendment and Restatement Date in respect of the shares in the capital of the Parent executed or to be executed by Topco in favour of the Uplift Participant

(b)                                 the Jersey law security interest agreement dated on or about the Amendment and Restatement Date in respect of the shares in the capital of the Propcos executed by the Parent in favour of the Uplift participant

(c)                                  the English law composite debenture executed or to be executed by the Obligors in favour of the Uplift Participant to secure the liability of the Obligors to the Uplift Participant under the Profit Participation Deed and

(d)                                 any other document permitted under the Intercreditor Deed entered into by any Obligor creating or expressed to create any Security over all or any part of its assets in respect of the obligations of any of the Obligors under the Profit Participation Deed

Propco means each entity listed in part 2 (Propcos) of schedule 4

Properties means each of the properties listed in schedule 3 (Properties) and any other Real Property acquired by an Obligor after the date of the Amendment and Restatement Agreement.  A reference to a Property is a reference to any of the Properties and where, the context so requires, includes buildings on that Property

Qualifying Lender has the meaning given to that term in clause 14 (Tax gross up and indemnities)

Quarterly Financial Statements the financial statements delivered pursuant to clause 21.1 (Financial statements)

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Quasi-Security has the meaning given to that term in clause 24.16 (Negative pledge)

Quotation Day means, in relation to any period for which an interest rate is to be determined, the first day of that period

Real Property means:

(a)                                  any freehold, leasehold, commonhold or immovable property and

(b)                                 any buildings, fixtures, fittings, fixed plant or machinery from time to time situated on or forming part of that freehold, leasehold, commonhold or immovable property

Receiver means a receiver or receiver and manager or administrative receiver of the whole or any part of the Secured Assets

Registered Manager means a manager of a Portfolio Asset registered under the Health and Social Care ▇▇▇ ▇▇▇▇

Related Fund in relation to a fund (first fund), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or adviser is an Affiliate of the investment manager or investment adviser of the first fund

Relevant Act means:

(a)                                  in the case of a Care Home located in England and/or Wales, the Mental Health ▇▇▇ ▇▇▇▇, the Children’s’ ▇▇▇ ▇▇▇▇, the Health and Social Care ▇▇▇ ▇▇▇▇ (including, without limitation, the Health and Social Care ▇▇▇ ▇▇▇▇ (Regulated Activities) Regulations 2010 and the Care Quality Commission (Registration) Regulations 2009) or the Care Standards Act 2000 and

(b)                                 any other analogous statutory provision in any other Relevant Jurisdiction

Relevant Interbank Market means the London interbank market

Relevant Jurisdiction means, in relation to an Obligor:

(a)                                  its jurisdiction of incorporation

(b)                                 any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated

(c)                                  any jurisdiction where it conducts its business and

(d)                                 the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into by it

Relevant Period has the meaning given to that term in clause 22.1 (Financial definitions)

Reliance Parties means the Agent, the Arranger, the Security Trustee, each Hedge Counterparty and each Original Lender

Rental Receipts means the total receipts of each Propco in connection with the letting, use or occupation of the Properties in any Relevant Period, including each of the following amounts:

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(a)                                  rent, licence fees and equivalent amounts contractually agreed to be paid

(b)                                 any sum to be received from any deposit held as security for performance of an Opco’s obligations if applied for non-payment of rent during such period

(c)                                  any other monies contractually agreed to be paid in respect of occupation and/or usage of the Properties and any fixture and fitting on the Properties including any fixture or fitting on the Properties for display or advertisement, on licence or otherwise during such period and

(d)                                 any sum contractually agreed to be paid under any policy of insurance in respect of loss of rent or interest on rent during such period

in each case without double counting

Repeating Representations means each of the representations set out in clause 20.2 (Status) to clause 20.8 (Insolvency) (inclusive), clause 20.12 (No default), clause 20.14(g) (No misleading information), clause 20.15 (Original Financial Statements), clause 20.19 (Ranking) to clause 20.23 (Legal and beneficial ownership) and clause 20.32 (No employees)

Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian

Residents means the residents of the Properties

Resignation Letter means a letter substantially in the form set out in schedule 10 (Form of Resignation Letter)

Revenues has the meaning given to it, in respect of each relevant Opco, in the relevant Management Agreement

Screen Rate means the British Bankers’ Association Interest Settlement Rate for the relevant currency and period displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Parent and the Lenders

Secured Assets means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security

Secured Parties means each Finance Party from time to time party to this Agreement, any Receiver or Delegate

Securitisation means any securitisation or similar transaction involving any part of the rights of any Lender under this Agreement

Security means a mortgage, charge, pledge, lien, assignment or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect

Selection Notice means a notice substantially in the form set out in part 2 (Selection Notice) of schedule 5

Senior Liabilities has the meaning given to it in the Intercreditor Deed

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Service Contract means each service contract between the Parent and a member of the Management

Specified Time means a time determined in accordance with schedule 12 (Timetables)

Sponsor means:

(a)                                  the MSREF VI Fund and

(b)                                 Sunrise Senior Living Inc. and its or any subsequent successors or assigns or transferees

If the MSREF VI Fund has sold all of its interest in either Topco and ▇▇▇▇ General Partner or the Group to Sunrise Senior Living International Limited Partnership, Sponsor will exclude paragraph (a) above and will only include paragraph (b) above

Sponsor Affiliate means in relation to a Sponsor, each of its Affiliates, any trust of which it or any of its Affiliates is a trustee, any partnership of which it or any of its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, it or any of its Affiliates provided that any such trust, fund or other entity which has been established for at least 6 months solely for the purpose of making, purchasing or investing in loans or debt securities and which is managed or controlled independently from all other trusts, funds or other entities managed or controlled by that Sponsor or any of its Affiliates which have been established for the primary or main purpose of investing in the share capital of companies shall not constitute a Sponsor Affiliate

Structural Intra-Group Loan Agreement means any loan by the Parent to a member of the Group

Structural Intra-Group Loans means loans made by the Parent to another member of the Group under the Structural Intra-Group Loan Agreement

Subsidiary means a subsidiary undertaking within the meaning of section 1162 of the CA2006 and any company which would be a subsidiary undertaking within the meaning of section 1162 of the CA2006 but for any Security subsisting over the shares in that company from time to time

Succession Plan means a plan in writing, in form and substance acceptable to the Original Lender, setting out the Group’s proposals and contingency plans in the event that any director or other member of senior management of any Obligor (including, without limitation, any chief executive officer, senior vice president, head of Sunrise UK or chairman), ceases to be a director of or employed or otherwise engaged by the relevant Obligor.  If the Original Lender’s Commitments are less than 50% of the Total Commitments, the Succession Plan is not required to be in form and substance acceptable to the Original Lender

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same)

Termination Date means 31 December 2015

Third Parties Act means the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇

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Third Party Disposal means the disposal of an Obligor to a person which is not a member of the Group where that disposal is permitted under clause 24.17 (Disposals) or made with the approval of the Majority Lenders (and the Parent has confirmed this is the case)

Topco means ▇▇▇▇ Limited Partnership, a limited partnership established under the laws of Jersey with registered number LP938 acting through its general partner ▇▇▇▇ General Partner Limited

Total Commitments means the aggregate of the Commitments being £401,879,000 at the Restatement Date (as defined in the Amendment and Restatement Agreement)

Trade Instruments means any performance bonds, advance payment bonds or documentary letters of credit issued in respect of the obligations of any member of the Group arising in the ordinary course of trading of that member of the Group

Transaction Documents means the Finance Documents, each Management Agreement, the Duty of Care Agreement, the Structural Intra-Group Loan Agreement, the Articles, the Profit Participation Deed and any other document designated as a Transaction Document by the Agent and the Parent

Transaction Security means the Security created or expressed to be created in favour of the Security Trustee pursuant to the Transaction Security Documents

Transaction Security Documents means any document entered into by any Obligor creating or expressed to create any Security over all or any part of its assets in respect of the obligations of any of the Obligors under any of the Finance Documents

Transfer Certificate means a certificate substantially in the form set out in schedule 7 (Form of Transfer Certificate) or any other form agreed between the Agent and the Parent

Transfer Date means, in relation to an assignment or a transfer, the later of:

(a)                                  the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate and

(b)                                 the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate

Treasury Transaction means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price

Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents

Uplift Participant means the uplift participant under the Profit Participation Deed

Utilisation means a utilisation of the Facility

Utilisation Date means the date of a Utilisation being the date on which the relevant Loan is to be made

Utilisation Request means a notice substantially in the relevant form set out in part 1 (Utilisation Request) of schedule 5

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Valuation means the Initial Valuation and a valuation in form and substance satisfactory to the Agent, in the form of an update to any prior Valuation and prepared on the same basis and guidelines as the Initial Valuation prepared by a Valuer and addressed to the Finance Parties

Valuer means:

(a)                                  Savills Commercial Limited or

(b)                                 any other independent firm of chartered surveyors and/or accountants appointed by the Agent with the consent of the Parent (such consent not to be unreasonably withheld or delayed)

VAT means value added tax as provided for in the Value Added Tax ▇▇▇ ▇▇▇▇ and any other tax of a similar nature

Welsh Care Standards means the framework for the regulation and inspection of independent healthcare providers under the Care Standards ▇▇▇ ▇▇▇▇ including without limitation the laws, regulation, procedures and notional minimum standards in force from time to time and the registration of such framework by the CSSIW and Healthcare Inspectorate Wales, as applicable (in each case as amended, extended, consolidated or replaced from time to time)

1.2                                 Interpretation

(a)                                  Unless a contrary indication appears, a reference in this Agreement to:

(i)                                     the Agent, the Arranger, any Finance Party, any Lender, any Obligor, any Party, the Security Trustee, any Hedge Counterparty or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees and, in the case of the Security Trustee and the Agent any person for the time being appointed as Security Trustee or Agent (as the case may be) in accordance with the Finance Documents;

(ii)                                  a document in agreed form is a document which is previously agreed in writing by or on behalf of the Agent and the Parent or, if not so agreed, is in the form specified by the Agent;

(iii)                               assets includes present and future properties, revenues and rights of every description (including any right to receive such revenues);

(iv)                              a Finance Document or a Transaction Document or any other agreement or instrument is a reference to that Finance Document or Transaction Document or other agreement or instrument as amended, novated, supplemented or restated (however fundamentally);

(v)                                 guarantee means (other than in clause 19 (Guarantee and indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

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(vi)                              indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(vii)                           a person includes any individual person, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality) or any other entity or body of any description;

(viii)                        a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but if not having the force of law, then being a type with which persons to which it applies customarily comply) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(ix)                                a provision of law is a reference to a provision, of any treaty, legislation, regulation, decree, order or by-law and any secondary legislation enacted under a power given by that provision, as amended, applied or re-enacted or replaced (whether with or without modification) whether before or after the date of this Agreement;

(x)                                   a time of day is a reference to London time;

(xi)                                sterling and £ shall be construed as a reference to the lawful currency of the United Kingdom;

(xii)                             euro and € shall be construed as a reference to the single currency of Participating Member States; and

(xiii)                          a representation in clause 20 (Representations) being qualified by the term so far as it is aware, or reference is made to any belief or opinion of it, shall be construed such that:

(A)                              the awareness of an Obligor includes all knowledge and information of each member of the Management (in each case having made due and diligent enquiry); and

(B)                                the belief or opinion of an Obligor includes the belief and opinion of each member of the Management.

(b)                                 Clause and schedule headings are for ease of reference only.

(c)                                  Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d)                                 Any word importing the singular shall include the plural and vice versa.

(e)                                  A Default (including an Event of Default) is continuing if it has not been remedied or waived.

(f)                                    Any certificate provided by a director of an Obligor pursuant to the terms of a Finance Document shall be given without incurring any personal liability.

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1.3                                 Third party rights

(a)                                  Unless expressly provided to the contrary in this Agreement a person who is not a Party has no right under the Third Parties Act to enforce or enjoy the benefit of any term of this Agreement.

(b)                                 Unless expressly provided to the contrary in any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement or any other Finance Document entered into under or in connection with it.

2                                         The Term Facility

2.1                                 The Facility

(a)                                  Subject to the terms of this Agreement, the Lenders make available a Base Currency term loan facility in an aggregate amount equal to the Total Commitments.

(b)                                 The Facility will be available to all the Borrowers.

2.2                                 Increase

(a)                                  The Parent may by giving prior notice to the Agent by no later than the date falling 10 Business Days after the effective date of a cancellation of:

(i)                                     the Available Commitments of a Defaulting Lender in accordance with clause 7.5 (Right of cancellation in relation to a Defaulting Lender); or

(ii)                                  the Commitments of a Lender in accordance with clause 7.1 (Illegality),

request that the Total Commitments be increased (and the Total Commitments under the Facility shall be so increased) in an aggregate amount in the Base Currency of up to the amount of the Available Commitments or Commitments so cancelled as follows:

(iii)                               the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an Increase Lender) selected by the Parent (each of which shall not be a Sponsor Affiliate or a member of the Group and which is further acceptable to the Agent (acting reasonably)) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender;

(iv)                              each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;

(v)                                 each Increase Lender shall become a Party as a Lender and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;

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(vi)                              the Commitments of the other Lenders shall continue in full force and effect; and

(vii)                           any increase in the Total Commitments shall take effect on the date specified by the Parent in the notice referred to above or any later date on which the conditions set out in clause 2.2(b) below are satisfied.

(b)                                 An increase in the Total Commitments will only be effective on:

(i)                                     the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; and

(ii)                                  in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase:

(A)                              the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Deed; and

(B)                                the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Parent and the Increase Lender;

(c)                                  Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

(d)                                 Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Parent shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of £3,000 and the Parent shall promptly on demand pay the Agent and the Security Trustee the amount of all costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Trustee, by any Receiver or Delegate in connection with any increase in Commitments under this clause 2.2(d).

(e)                                  The Parent may pay to the Increase Lender a fee in the amount and at the times agreed between the Parent and the Increase Lender in a Fee Letter.

(f)                                    Clause 26.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this clause 2.2 in relation to an Increase Lender as if references in that clause to:

(i)                                     an Existing Lender were references to all the Lenders immediately prior to the relevant increase;