PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT

Exhibit 10.48

PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT

     THIS PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT (this “Agreement”) is made this 19 ^th day of February, 2008, by SUNRISE SENIOR LIVING SERVICES, INC., a corporation organized under the laws of the State of Delaware (“Pledgor”) for the benefit of BANK OF AMERICA, N.A., as Administrative Agent, a national banking association (“Administrative Agent”) as agent for the Lenders.

RECITALS

     A. The Lenders have made a Credit Facility available to Sunrise Senior Living, Inc., a Delaware corporation (the “Borrower”) in the maximum principal sum at any one time outstanding of $250,000,000.

     B. The Credit Facility is governed by a Credit Agreement dated December 2, 2005 as amended by that certain First Amendment to Credit Agreement dated March 6, 2006, that certain Second Amendment to Credit Agreement dated January 31, 2007, that certain Third Amendment to Credit Agreement dated June 27, 2007, that certain Fourth Amendment to Credit Agreement dated September 17, 2007, that certain Fifth Amendment to Credit Agreement dated January 31, 2008 and that certain Sixth Amendment to Credit Agreement (the “Sixth Amendment”) dated of even date herewith (as amended, modified, substituted, extended and renewed from time to time the “Credit Agreement”) by and between the Borrower and the Lenders.

     C. The Credit Facility is guaranteed by the Pledgor, among other Guarantors, pursuant to the terms of the Credit Agreement.

     D. The Borrower and the Lenders have agreed to enter into the Sixth Amendment..

     E. As a condition precedent to the agreement to enter into the Sixth Amendment and to forego adding SCIC, Inc. as a Guarantor, the Administrative Agent has required that that Pledgor enter into this Agreement.

     F. All defined terms used in this Agreement and not defined in this Agreement shall have the meaning given to such terms in the Credit Agreement.

AGREEMENTS

     NOW, THEREFORE, in consideration of Administrative Agent’s entering into the Credit Agreement and for other good and valuable consideration, the receipt of which is hereby acknowledged, Pledgor hereby agrees as follows:

ARTICLE I
SECURITY

     Section 1.1 The Stock Collateral.

     As security for the prompt and full performance of the Obligations, and as security for the prompt and full performance of all obligations of Pledgor under this Agreement, all of the foregoing, whether now in existence or hereafter created and whether joint, several, or both, primary, secondary, direct, contingent or otherwise, Pledgor hereby pledges, assigns and grants to Administrative Agent, for the ratable benefit of the Lenders, a security interest in the following property of Pledgor (collectively, the “Stock Collateral”), whether now existing or hereafter created or arising:

               (a) 100,000 shares of the common stock (the “Stock”) of SCIC, Inc., a corporation organized under the laws of the State of Vermont (“Corporation”);

               (b) all stock rights, rights to subscribe, rights to distributions, dividends (including, but not limited to, distributions in kind, cash dividends, stock dividends, dividends paid in stock and liquidating dividends) and any other rights and property interests including, but not limited to, accounts, contract rights, instruments and general intangibles arising out of or relating to the Corporation;

               (c) all other or additional (or less) stock or other securities or property (including cash) paid or distributed in respect of the Stock by way of stock-split, spin-off, split-up, reclassification, combination of shares or similar corporate rearrangement;

               (d) all other or additional stock or other securities or property (including cash) which may be paid or distributed in respect of the Stock by reason of any consolidation, merger, exchange of stock, conveyance of assets, liquidation or similar corporate reorganization; and

               (e) all proceeds (both cash and non-cash) of the foregoing, whether now or hereafter arising under the foregoing.

     Section 1.2 Rights of Administrative Agent in the Stock Collateral.

     Pledgor agrees that, with respect to the Stock Collateral, Administrative Agent shall have all the rights and remedies of a secured party under the Uniform Commercial Code, as well as those provided by law and/or in this Agreement. Notwithstanding the fact that the proceeds of the Stock Collateral constitute part of the Stock Collateral, Pledgor may not dispose of the Stock Collateral or any part thereof.

     Section 1.3 Rights of Pledgor in the Stock Collateral.

     Until an Event of Default (as that term is defined in ARTICLE IV (Default and Rights and Remedies) hereof) occurs, Pledgor shall be entitled to receive all dividends and other distributions which may be paid on the Stock Collateral and which are not otherwise prohibited by the Loan Documents. Any cash dividend or distribution payable in respect of the Stock Collateral which represents, in whole or in part a return of capital or a violation of this

Agreement or the other Loan Documents shall be received by Pledgor in trust for Administrative Agent, shall be paid immediately to Administrative Agent and shall be retained by Administrative Agent as part of the Stock Collateral.

ARTICLE II
REPRESENTATIONS AND WARRANTIES

     To induce Administrative Agent and Lenders to advance sums to Borrower under the Credit Agreement, Pledgor represents and warrants to Administrative Agent and shall be deemed to represent and warrant at the time of each request for, and the time of each advance under, the credit facilities described in the Credit Agreement, as follows:

     Section 2.1 Stock Interests.

     The Stock represents one hundred percent (100%) of the issued and outstanding equity interests of each of the Corporation, and thereafter the Stock Collateral will continue to represent the same percentage of the equity interest of the Corporation, unless otherwise permitted under the Credit Agreement.

     Section 2.2 Power and Authority.

     Pledgor has full corporate power and authority to execute and deliver this Agreement, to transfer the Stock Collateral and perform all other obligations required hereunder with respect to the Stock Collateral and interests, and to incur and perform its obligations whether under this Agreement, all of which have been duly authorized by all proper and necessary corporate action. No consent or approval of shareholders or any creditors of Pledgor, the Corporation, or shareholders of the Corporation, and no consent, approval, filing or registration with or notice to any Governmental Authority on the part of Pledgor, is required as a condition to the execution, delivery, validity or enforceability of this Agreement, including the right of Administrative Agent to dispose of the Stock Collateral following an Event of Default provided, however, the prior approval of the Vermont Department of Banking, Insurance, Securities and Health Care Administration is required for Administrative Agent to dispose of Stock Collateral. Pledgor has full right, power and authority and has all voting rights in any corporate matters as may be represented by the Stock Collateral.

     Section 2.3 Binding Agreements.

     This Agreement has been properly executed and delivered and constitutes the valid and legally binding obligations of Pledgor and is fully enforceable against Pledgor in accordance with its terms.

     Section 2.4 No Conflicts.

     Neither the execution, delivery and performance of the terms of this Agreement nor the consummation of the transactions contemplated by this Agreement will conflict with, violate or be prevented by (a) Pledgor’s charter or bylaws, (b) any existing mortgage, indenture, contract or agreement binding on Pledgor or affecting its property, or (c) any Laws; provided , however , any transfer of ownership of Stock pursuant to the exercise of the Lenders remedies hereunder, will

cause a default in a substantial number of management Agreements and development agreements to which the Corporation is a party.

     Section 2.5 Compliance with Laws.

     Pledgor is not in violation of any applicable Laws (including, without limitation, any Laws relating to employment practices, to environmental, occupational and health standards and controls) or order, writ, injunction, decree or demand of any court, arbitrator, or any Governmental Authority affecting Pledgor or any of its properties, the violation of which could adversely affect the authority of Pledgor to enter into, or the ability of Pledgor to perform under, this Agreement.

     Section 2.6 Title to Properties.

     Pledgor has good and marketable title to the Stock Collateral. Pledgor has legal, enforceable and uncontested rights to use freely such property and assets. Pledgor is the sole owner of all of the Stock Collateral, free and clear of all security interests, pledges, voting trusts, agreements, Liens, claims and encumbrances whatsoever, other than the security interest, assignment and lien granted under this Agreement. The interests assigned as Stock Collateral are subject to no outstanding options, voting trusts, shareholders agreement, or other requirements with respect to such interests.

     Section 2.7 Perfection and Priority of Stock Collateral.

     Administrative Agent has, or upon execution and recording of this Agreement and the Security Documents will have, and will continue to have as security for the Obligations and the other obligations secured by this Agreement, a valid and perfected Lien on and security interest in all Stock Collateral, free of all other Liens, claims and rights of third parties whatsoever.

ARTICLE III
COVENANTS

     Until payment in full and the performance of all of the Obligations and all of the obligations of Pledgor hereunder or secured hereby, Pledgor covenants and agrees with Administrative Agent as follows:

     Section 3.1 Corporate Existence.

     Pledgor shall maintain its corporate existence in good standing in the jurisdiction in which it is incorporated and in each other jurisdiction where it is required to register or qualify to do business if the failure to do so in such other jurisdiction might have a material adverse effect on the ability of Pledgor to perform its obligations under this Agreement, on the conduct of Pledgor’s operations, on Pledgor’s financial condition, or on the value of, or the ability of Administrative Agent to realize upon, the Stock Collateral.

     Section 3.2 Delivery of Stock Collateral.

     Pledgor shall deliver immediately to Administrative Agent (a) the certificates representing the shares of the Stock, (b) immediately upon its receipt of any additional (or fewer) shares of stock in the Corporation, the certificates representing such additional shares of stock,

(c) all instruments, items of payment and other Stock Collateral received by Pledgor, and (d) executed irrevocable, blank stock powers for all of the assigned shares of stock in form and substance satisfactory to Administrative Agent and its counsel. All Stock Collateral at any time received or held by Pledgor shall be received and held by Pledgor in trust for the benefit of Administrative Agent, and shall be kept separate and apart from, and not commingled with, Pledgor’s other assets; provided, however, that except after the occurrence and during the continuance of an Event of Default, Pledgor and the Corporation may, in the ordinary course of their business, make cash distributions, issue cash dividends and transfer real property rights which may be Stock Collateral.

     Section 3.3 Defense of Title and Further Assurances.

     Pledgor will do or cause to be done all things necessary to preserve and to keep in full force and affect its interests in the Stock Collateral, and shall defend, at its sole expense, the title to the Stock Collateral and any part thereof. Further, Pledgor shall promptly, upon request by Administrative Agent, execute, acknowledge and deliver any financing statement, endorsement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document as Administrative Agent may require in order to perfect, preserve, maintain, protect, continue, realize upon, and/or extend the lien and security interest of Administrative Agent under this Agreement and the priority thereof. Pledgor shall pay to Administrative Agent upon demand all taxes, costs and expenses (including but not limited to reasonable attorney’s fees) incurred by Administrative Agent in connection with the preparation, execution, recording and filing of any such document or instrument mentioned aforesaid.

     Section 3.4 Compliance with Laws.

     Pledgor shall comply with all applicable Laws and observe the valid requirements of Governmental Authorities, the noncompliance with or the nonobservance of which might have a material adverse effect on the ability of Pledgor to perform its obligations under this Agreement or on the conduct of Pledgor’s operations, on Pledgor’s financial condition, or on the value of, or the ability of Administrative Agent to realize upon, the Stock Collateral.

     Section 3.5 Protection of Stock Collateral.

     Pledgor agrees that Administrative Agent may at any time take such steps as Administrative Agent deems reasonably necessary to protect Administrative Agent’s interest in, and to preserve the Stock Collateral. Pledgor agrees to cooperate fully with Administrative Agent’s efforts to preserve the Stock Collateral and will take such actions to preserve the Stock Collateral as Administrative Agent may in good faith direct. All of Administrative Agent’s expenses of preserving the Stock Collateral, including, without limitation, reasonable attorneys’ fees, shall be part of the Enforcement Costs.

     Section 3.6 Certain Notices.

     Pledgor will promptly notify Administrative Agent in writing of any Event of Default and of any litigation, regulatory proceeding, or other event which materially and adversely affects the value of the Stock Collateral, the ability of Pledgor or Administrative Agent to dispose of the Stock Collateral, or the rights and remedies of Administrative Agent in relation thereto.

     Section 3.7 Books and Records; Information.

               (a) Pledgor shall maintain proper books of record and accounts in which full, true and correct entries are made of all dealings and transactions in relation to the Stock and which reflect the Lien of Administrative Agent thereon.

               (b) Pledgor agrees that Administrative Agent may from time to time and at its option (i) require Pledgor to, and Pledgor shall, periodically deliver to Administrative Agent records and schedules, which show the status of the Stock Collateral and such other matters which affect the Stock Collateral; (ii) verify the Stock Collateral and inspect the books and records of Pledgor and make copies thereof or extracts therefrom; (iii) notify any prospective buyers or transferees of the Stock Collateral or any other Persons of Administrative Agent’s interest in the Stock Collateral; and (iv) disclose to prospective buyers or transferees from Administrative Agent any and all information regarding the Corporation, the Stock Collateral and/or Pledgor.

     Section 3.8 Disposition of Stock Collateral.