MASTER GUARANTY OF PERFORMANCE
THIS MASTER GUARANTY OF PERFORMANCE (the "Agreement") is made this 23rd day of December,
1997, by SUNRISE ASSISTED LIVING, INC., a Delaware corporation (the "Guarantor") in favor of
NATIONSBANK, N.A., as agent ("Agent") for itself and for certain additional lenders (collectively with the
Agent, the "Lenders") who are or shall be from time to time participating as lenders in a bank group pursuant to
the Amended and Restated Agency Agreement of even date herewith (as amended, extended or substituted from
time to time, the "Agency Agreement").
A. The Borrower obtained from the Agent and certain other lenders (collectively, the "Original Lenders") a credit
facility in the maximum principal sum of $90,000,000 (the "Original Credit Facility") which was a non-revolving
line of credit pursuant to which the Borrower could obtain certain construction/interim loans (each a "Facility
Loan;" collectively, the "Facility Loans") for assisted living facilities and independent living facilities. The Original
Credit Facility has been evidenced by a Master Promissory Note dated June 13, 1996 as amended pursuant to a
First Amendment to Master Promissory Note dated September 5, 1996 and by a Second Amendment to Master
Promissory Note dated March 31, 1997 (collectively, the "Master Note").
B. In connection with the making of each Facility Loan, the Borrower executed a promissory note in the
maximum principal sum of each Facility Loan (each a "Facility Note" and collectively, the "Facility Notes").
Availability under the Master Note was reduced by the principal sum of each Facility Note. As of the date
hereof, seven (7) Facility Loans have been made under the Original Credit Facility evidenced by eight (8) Notes.
C. The Borrower has applied to the Lenders to increase the maximum principal sum of the Original Credit
Facility to $250,000,000 or such greater amount as the Lenders may from time to time commit to lend pursuant
to the Agency Agreement (such i