**Exhibit 10.44****THIRD AMENDMENT TO CREDIT AGREEMENT**     THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made as of June 27, 2007between 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 and that certain SecondAmendment to Credit Agreement dated January 31, 2007 (as amended by this Agreement, and as furtheramended, modified, substituted, extended and renewed from time to time the “Credit Agreement”) byand 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) increase the applicable interest rate of the Loan until delivery of thedelayed financial statements; and (iii) make such other changes to the Credit Agreement as are moreparticularly set forth herein.     E. 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. Section 1.1 (Defined Terms) of the Credit Agreement is hereby modified by amending andrestating the definition of “Applicable Rate” in its entirety as follows:““Applicable Rate” means the following percentages per annum, based upon theConsolidated Leverage Ratio as set forth in the most recent Compliance Certificatereceived by the Administrative Agent pursuant to Section 7.2:       **Pricing Level** **Leverage Ratio** **Eurodollar Rate Loans**