**Exhibit 10.46****FIFTH AMENDMENT TO CREDIT AGREEMENT**     THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made as of January 31, 2008between SUNRISE SENIOR LIVING, INC. a Delaware corporation (the “Company”), and BANK OF AMERICA,N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuer (the “AdministrativeAgent”) for itself and certain additional lenders who are or shall be from time to timeparticipating as lenders pursuant to the Credit Agreement as hereinafter defined (collectively withthe Administrative Agent, the “Lenders”).**RECITALS**     A. The Lenders have made a Credit Facility available to the Company in the maximum principalsum 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 bythat certain First Amendment to Credit Agreement dated March 6, 2006, that certain Second Amendmentto Credit Agreement dated January 31, 2007, that certain Third Amendment to Credit Agreement datedJune 27, 2007 and that certain Fourth Amendment to Credit Agreement dated September 17, 2007 (asamended by this Agreement, and as further amended, modified, substituted, extended and renewed fromtime to time the “Credit Agreement”) by and between the Company and the Lenders.     C. The Credit Facility is guaranteed by the Guarantors pursuant to the terms of the CreditAgreement.     D. The Company and the Lenders have agreed to (i) modify the delivery deadlines for certainfinancial statements; (ii) waive delivery of certain other financial statements and (iii) and makesuch other changes to the Credit Agreement as are more particularly set forth herein.     E. The Company has requested and the Lenders have agreed to reduce the maximum principal sumoutstanding to the extent and for the period more particularly set forth herein.     F. As a condition precedent to the agreements referenced above, the Administrative Agent hasrequired that this Agreement be executed and delivered to the Administrative Agent on behalf of theLenders.AGREEMENTS     NOW, THEREFORE, in consideration of the premises, the mutual agreements herein contained, andother good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the Company, the Lenders and the Administrative Agent hereby agree as follows:
 

 
     1. The above Recitals are a part of this Agreement. Unless otherwise expressly defined inthis Agreement, terms defined in the Credit Agreement shall have the same meaning under thisAgreement.     2. The Company represents and warrants to the Lender as follows:          (a) The Company has the power and authority to execute and deliver this Agreement and performits obligations hereunder;          (b) The Credit Agreement, as amended by this Agreement, and each of the other Loan Documentsremains in full force and effect, and each constitutes the valid and legally binding obligation ofBorrower, enforceable in accordance with its terms;          (c) All of the Company’s representations and warranties contained in the Credit Agreement andthe other Loan Documents are true and correct on and as of the date of the Company’s execution ofthis Agreement with the exception of representations and warranties regarding financial statementsdescribed in Section 6.5 of the Credit Agreement; and          (d) No Event of Default and no event which, with notice, lapse of time or both wouldconstitute an Event of Default, has occurred and is continuing under the Credit Agreement or theother Loan Documents which has not been waived in writing by the Lender.     3. The Company hereby acknowledges and agrees that pursuant to the terms of Sections 7.1 and7.2 of the Credit Agreement the Company is required to deliver to the Administrative Agent certainquarterly and annual financial statements and certain Compliance Certificates within the timeperiod specified therein. The Company, the Administrative Agent and the Lenders hereby agree towaive receipt of (a) all quarterly financial statements which were to have been submitted to theSEC for fiscal year 2006, and for the quarters ending March 31, 2007, June 30, 2007 and September30, 2007 and the Compliance Certificates to be delivered to the Administrative Agent in connectionwith such quarterly statements; and (b) the internally prepared draft financial statement for thefiscal quarter ending September 30, 2007 and related preliminary financial covenant ComplianceCertificate for the fiscal quarter ending September 30, 2007.     4. The Company, the Administrative Agent and the Lenders hereby agree to modify the deliverydates to the Administrative Agent of: (a) the annual financial statement for the Company for thefiscal year ending December 31, 2006, as such financial statement was submitted to the SEC, and (b)the Compliance Certificates to be submitted to the Administrative Agent with each such financialstatement required pursuant to Section 7.2 of the Credit Agreement (collectively, the “Outstanding2006 Financial Reports”). As amended by this Agreement, the Outstanding 2006 Financial Reportswill be due no later than March 17, 2008.     5. The Company, the Administrative Agent and the Lenders hereby agree to modify the deliverydates to the Administrative Agent of: (a) the annual financial statement for the Company for thefiscal year ending December 31, 2007, as such financial statement was submitted to the SEC, and (b)the Compliance Certificates to be submitted to the Administrative Agent with each such financialstatement required pursuant to Section 7.2 of the CreditAgreement (collectively, the “Outstanding 2007 Financial Reports”). As amended by thisAgreement, the Outstanding 2007 Financial Reports will be due no later than June 30, 2008.
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     6. The Company, the Administrative Agent and the Lenders hereby agree to modify the deliverydates to the Administrative Agent of: (a) the annual financial statement for the Company for thefiscal quarter ending March 31, 2008, as such financial statement was submitted to the SEC, and (b)the Compliance Certificates to be submitted to the Administrative Agent with each such financialstatement required pursuant to Section 7.2 of the Credit Agreement (collectively, the “2008 FirstQuarter Financial Reports”). As amended by this Agreement, the 2008 First Quarter FinancialReports will be due no later than July 20, 2008.     7. The Company, the Administrative Agent and the Lenders hereby agree that on or before March17, 2008, the Company shall provide to the Administrative Agent, in form and detail satisfactory toAdministrative Agent: (i) an internally prepared draft financial statement (balance sheet andincome statement only) for the fiscal year ending December 31, 2007 and (ii) a preliminaryfinancial covenant Compliance Certificate for the fiscal year ending December 31, 2007.     8. The Company, the Administrative Agent and the Lenders hereby agree that on or before May31, 2008, the Company shall provide to the Administrative Agent, in form and detail satisfactory tothe Administrative Agent: (i) an internally prepared draft financial statement (balance sheet andincome statement only) for the fiscal quarter ending March 31, 2008 and (ii) a preliminary covenantCompliance Certificate for the fiscal quarter ending March 31, 2008.     9. The Company, covenants and agrees to provide to the Administrative Agent on March 10, 2008a formal report on the status of completion and filing by March 17, 2008 of the Outstanding 2006Financial Reports.     10. The Company, the Administrative Agent and the Lenders hereby agree that through theMaturity Date, the Company shall deliver, within forty-five (45) days after the end of each month,internally prepared operating data that reflects revenue, expense, margin, average daily rate andoccupancy for only such Senior Living Facilities, on an aggregate basis, in which the Company orits affiliates have an ownership interest and which operated in both the current month and thecorresponding month of the previous fiscal year in comparative form for both periods fairlypresenting the financial condition of such Senior Living Facility. The Administrative Agent andthe Lenders hereby waive the untimely receipt of such monthly reports for the month of October2007.     11. The Company has requested and the Administrative Agent and the Lenders have agreed thateffective as of 12 Noon, Eastern Time on February 20, 2008, the Outstanding Amount shall not exceed$160,000,000 in the aggregate until such time as the Administrative Agent acknowledges in writingreceipt of the Outstanding 2006 Financial Statements and the Outstanding 2007 Financial Statements,at which time the maximum Outstanding Amount shall again be $250,000,000. The foregoingnotwithstanding, the Company shall at all times owe and shall pay when due the Unused Feecalculated by the Administrative Agent as if the maximum Outstanding Amount were $250,000,000.
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     12. The Company, the Administrative Agent and the Lenders agree that effective as of February1, 2008, until the end of the Interest Period in which the Administrative Agent acknowledges inwriting receipt of the Outstanding 2006 Financial Statements and the Outstanding 2007 FinancialStatements and notwithstanding anything in the Credit Agreement to the contrary, the ApplicableRate shall be as follows: (a) the Eurodollar Rate Loans Margin shall be 275 basis points and (b)the Base Rate Loans Margin shall be 125 basis points.     13. In consideration of the waivers set forth herein the Company agrees that anything to thecontrary set forth in Section 9.1(c) (Other Defaults) of Credit Agreement notwithstanding, all ofthe dates set forth in this Agreement for delivery of financial reports of any kind shall beabsolute. Failure to deliver any such reports as herein provided shall constitute an Event ofDefault and the Company shall not be entitled to notice for failure to deliver such reports or anyautomatic cure period unless expressly agreed to in writing by the Administrative Agent and theRequired Lenders.     14. The Company, the Administrative Agent and the Lenders hereby agree that the Company shallpay to the Administrative Agent for the account of each Lender that executes this Agreement, inaccordance with its Applicable Percentage, a fee equal to twenty-five (25) basis points.     15. Except as specifically set forth herein, the terms, provisions and covenants of the CreditAgreement, including, but not limited to, all financial covenants and definitions related thereto,are hereby ratified and confirmed and remain in full force and effect.     16. This Agreement may be executed in any number of duplicate originals or counterparts, eachof such duplicate originals or counterparts shall be deemed to be an original and all takentogether shall constitute but one and the same instrument.     17. By their signatures below, the Guarantors consent to the transactions contemplated by andthe agreements made by the Company under this Agreement and ratify, confirm and reissue theirguaranty as set forth in the Credit Agreement.[SIGNATURES APPEAR ON FOLLOWING PAGES]
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     IN WITNESS WHEREOF*,*the parties hereto have caused this Agreement to be duly executed anddelivered under seal by their duly authorized representatives as of the date and year first writtenabove.      **COMPANY:**