SECURITY AGREEMENT

Exhibit 10.50

SECURITY AGREEMENT

     THIS SECURITY AGREEMENT (the “Agreement”) is made as of March 13, 2008, by SUNRISE SENIOR LIVING, INC., a Delaware corporation (the “Company”), SUNRISE SENIOR LIVING MANAGEMENT, INC., a Virginia corporation, SUNRISE SENIOR LIVING INVESTMENTS, Inc., a Virginia corporation, SUNRISE DEVELOPMENT INC., a Virginia corporation, SUNRISE SENIOR LIVING SERVICES, INC., a Delaware corporation, (together with the Company, the “Loan Parties” and each a “Loan Party”) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuer (the “Administrative Agent”) for itself and certain additional lenders who are or shall be from time to time participating as lenders pursuant to the Credit Agreement as hereinafter defined (collectively with the Administrative Agent, the “Lenders”).

RECITALS

     A. The Lenders have made a Credit Facility available to the Company in the maximum principal sum at any one time outstanding of $250,000,000 (the “Loan”).

     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, that certain Sixth Amendment to Credit Agreement dated February 19, 2008 and that certain Seventh Amendment to Credit Agreement dated of even date herewith (as amended, modified, substituted, extended and renewed from time to time the “Credit Agreement”) by and between the Company and the Lenders. Unless otherwise expressly defined in this Agreement, terms defined in the Credit Agreement shall have the same meaning under this Agreement.

     C. The Company and the Lenders have agreed to modify the delivery deadlines for certain financial statements and waive delivery of certain other financial statements required under the terms of the Credit Agreement.

     D. As a condition precedent to the agreements referenced above, the Lenders required that this Agreement be executed and delivered to the Administrative Agent for the benefit of the Lenders.

AGREEMENTS

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

ARTICLE I
COLLATERAL

     As security for the payment of all of the obligations evidenced by the Loan Documents and for each Loan Party’s performance of, and compliance with, all of the terms, covenants, conditions, stipulations and agreements contained in the Loan Documents and all other obligations of each Loan Party to the Administrative Agent and the Lenders, whether now existing or hereafter created, whether direct or contingent (collectively, the “Obligations”), each Loan Party hereby grants to the Administrative Agent, for its benefit and for the benefit of the Lenders and agrees that the Administrative Agent shall have a perfected, continuing security interest in all of the following property and assets of each Loan Party, wherever situated (the “Collateral”):

          (a) All accounts and contract rights (other than contract rights related to management agreements), chattel paper, instruments and documents, both now owned and hereafter created or acquired (individually, an “Account” and collectively, the “Accounts”); and

          (b) All general intangibles (including, without limitation, all books and records, things in action, contractual rights, tax returns, goodwill, literary rights, rights to performance, copyrights, trademarks and patents but excluding membership interests and partnership interests held by any Loan Party), both now owned and hereafter acquired; and

          (c) All notes, notes receivable, drafts, acceptances and similar instruments and documents, both now owned and hereafter created or acquired; and

all proceeds (cash and non-cash) and products thereof, and all returned, rejected or repossessed goods, the sale or lease of which shall have given or shall give rise to an Account and all cash and non-cash proceeds and products of all such goods. Each Loan Party further agrees that the Administrative Agent, for its benefit and for the benefit of the Lenders, shall have in respect thereof all of the rights and remedies of a secured party under the Virginia Uniform Commercial Code as well as those provided in this Agreement. Each Loan Party covenants and agrees to execute and deliver such financing statements and other instruments and filings as are necessary in the opinion of the Administrative Agent to perfect such security interest. Notwithstanding the fact that the proceeds of the Collateral constitute a part of the Collateral, the Loan Parties may not dispose of the Collateral, or any part thereof, other than in the ordinary course of its business or as otherwise may be permitted by this Agreement.

ARTICLE II
REPRESENTATIONS AND WARRANTIES

     Each Loan Party represents and warrants to the Administrative Agent and Lenders that:

     Section 2.1 Place(s) of Business and Location of Collateral.

     Each Loan Party warrants that the address of the Loan Parties’ chief executive office is as specified in Exhibit A attached hereto and made a part hereof and that the address of each other place of business of the Loan Parties, if any, is as disclosed to the Lenders in Exhibit A . The Collateral and all books and records pertaining to the Collateral are and will be located at the

address indicated on Exhibit A . Each Loan Party will immediately advise the Administrative Agent in writing of any change in the location of the places where the Collateral, or any part thereof, or the books and records concerning the Collateral, or any part thereof, are kept. The proper and only place to file financing statements with respect to the Collateral within the meaning of the Uniform Commercial Code is the Delaware Secretary of State.

     Section 2.2 Title to Properties.

     Each Loan Party has good and marketable title to all of its properties, including the Collateral, and the Collateral is free and clear of mortgages, pledges, liens, charges and other encumbrances other than those specified on Exhibit B attached hereto and made a part hereof (the “Permitted Liens”).

     Section 2.3 Patents and Trademarks.

     Each Loan Party owns or possesses all of the patents, trademarks, service marks, trade names, copyrights and licenses and all rights with respect thereto necessary for the present and planned future operation of its business, without any conflict with the rights of any other person.

     Section 2.4 Business Names and Addresses.

     In the five (5) years preceding the date hereof, no Loan Party has conducted business under any name other than its current name nor conducted its business in any jurisdiction other than those disclosed on Exhibit A .

ARTICLE III
AFFIRMATIVE COVENANTS OF LOAN PARTIES

     Until payment in full and the performance of all of the Obligations hereunder, each Loan Party shall:

     Section 3.1 Maintenance of the Collateral.

     Not permit anything to be done to the Collateral which may impair the value thereof. The Administrative Agent, or an agent designated by the Administrative Agent, shall be permitted to enter the premises of each Loan Party and the Subsidiaries and examine, audit and inspect the Collateral at any reasonable time and from time to time without notice. The Lenders shall not have any duty to, and each Loan Party hereby releases the Lenders from all claims of loss or damage caused by the delay or failure to collect or enforce any of the Accounts or to, preserve any rights against any other party with an interest in the Collateral.

     Section 3.2 Other Liens, Security Interests, etc.

     Keep the Collateral free from all liens, security interests and claims of every kind and nature, other than the security interest granted to the Administrative Agent, for its benefit and the benefit of the Lenders pursuant to this Agreement and the Permitted Liens.

     Section 3.3 Defense of Title and Further Assurances.

     At its expense defend the title to the Collateral (or any part thereof), and promptly upon request execute, acknowledge and deliver any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document the Administrative Agent may require in order to perfect, preserve, maintain, protect, continue and/or extend the lien or security interest granted to the Administrative Agent, for its benefit and the benefit of the Lenders under this Agreement and its priority. Each Loan Party shall pay to the Administrative Agent on demand all taxes, costs and expenses incurred by the Administrative Agent in connection with the preparation, execution, recording and filing of any such document or instrument.

     Section 3.4 Books and Records.

     (a) Keep and maintain and cause the Subsidiaries to keep and maintain accurate books and records, (b) make and cause the Subsidiaries to make entries on such books and records in form satisfactory to the Administrative Agent disclosing the assignment of, and security interest in and lien on, the Collateral and all collections received by each Loan Party or any of the Subsidiaries on its Accounts as created herein, (c) unless the Administrative Agent on behalf of the Lenders shall otherwise consent in writing, keep and maintain and cause the Subsidiaries to keep and maintain all such books and records mentioned in (a) above only at the addresses listed in Exhibit A, and (d) permit and cause the Subsidiaries to permit any person designated by the Administrative Agent to enter the premises of each Loan Party and the Subsidiaries and examine, audit and inspect the books and records at any reasonable time and from time to time without notice.

     Section 3.5 Assignments of Accounts.

     Promptly, upon request, execute and deliver to the Administrative Agent on behalf of the Lenders, written assignments, in form and content acceptable to the Administrative Agent, of specific Accounts or groups of Accounts; provided, however, the lien and/or security interest granted to the Administrative Agent, for its benefit and the benefit of the Lenders under this Agreement shall not be limited in any way to or by the inclusion or exclusion of Accounts within such assignments. Such Accounts shall secure payment of the Obligations and are not sold to the Administrative Agent whether or not any assignment thereof, which is separate from this Agreement, is in form absolute.

     Section 3.6 Collections.

     Until such time as the Administrative Agent shall notify the Loan Parties of the revocation of such privilege, each Loan Party and each of the Subsidiaries (a) shall at its own expense have the privilege for the account of and in trust for the Administrative Agent, for its benefit and for the benefit of the Lenders, of collecting its Accounts and receiving in respect thereto all items of payment and shall otherwise completely service all of the Accounts including (i) the billing, posting and maintaining of complete records applicable thereto, and (ii) the taking of such action with respect to such Accounts as the Lenders may request or in the absence of such request, as the Loan Parties and each of the Subsidiaries may deem advisable; and (b) may grant, in the ordinary course of business, to any account debtor, any rebate, refund or adjustment to which the account debtor may be lawfully entitled, and may accept, in connection therewith,

the return of goods, the sale or lease of which shall have given rise to an Account. The Administrative Agent on behalf of the Lenders may, at its option, at any time or from time to time after default hereunder, revoke the collection privilege given to the Loan Parties and each of the Subsidiaries herein by either giving notice of its assignment of, and lien on the Collateral to the account debtors or giving notice of such revocation to the Loan Parties and each of the Subsidiaries.

     Section 3.7 Notice to Account Debtors and Escrow Account.

     In the event (a) an Event of Default exists, (b) an event has occurred or condition exists which, with the giving of notice or the lapse of time will constitute an Event of Default, or (c) demand has been made for any or all of the Obligations, promptly upon the request of the Administrative Agent in such form and at such times as specified by the Administrative Agent, give notice of the lien created by this Agreement on the Accounts to the account debtors requiring the account debtors to make payments thereon directly to the Administrative Agent, for its benefit and for the benefit of the Lenders.

     Section 3.8 Government Accounts.

     Immediately notify the Administrative Agent if any of the Accounts arise out of contracts with the United States or with any state or political subdivi