**Exhibit 10.47****SIXTH AMENDMENT TO CREDIT AGREEMENT**     THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made as of February 19, 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, that certain Fourth Amendment to Credit Agreement dated September 17, 2007 and thatcertain Fifth Amendment to Credit Agreement dated January 31, 2008 (as amended by this Agreement,and as further amended, modified, substituted, extended and renewed from time to time the “CreditAgreement”) 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) permit one of the Company’s subsidiaries,Sunrise Senior Living Insurance, Inc., to encumber cash reserves as set forth herein; and (ii) makesuch other changes to the Credit Agreement as are more particularly 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 8.1 (Liens) of the Credit Agreement is hereby modified by adding the followingsubsection (g):     “(g) Liens or restrictions on use of cash reserves of Sunrise Senior LivingInsurance, Inc. to satisfy requirements of one or more third party insurancecompanies in connection with the issuance of policies with large deductibles.     4. 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.     5. 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.     6. 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:**