ASSIGNMENT OF RENTS
AND SECURITY AGREEMENT
THIS MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (the
"INSTRUMENT") is made as of the 20th day of May, 1999, between SUNRISE HAVERFORD ASSISTED
LIVING, L.L.C., a limited liability company organized and existing under the laws of Pennsylvania, whose
address is c/o Sunrise Assisted Living Investments, Inc., 9401 Lee Highway, Suite 300, Fairfax, Virginia 22031,
as mortgagor ("BORROWER"), and GMAC COMMERCIAL MORTGAGE CORPORATION, a corporation
organized and existing under the laws of California, whose address is 650 Dresher Road, P.O. Box 1015,
Horsham, Pennsylvania 19044-8015, as mortgagee ("LENDER").
Borrower is indebted to Lender in the principal amount of $8,850,000.00, as evidenced by Borrower's
Multifamily Note payable to Lender, dated as of the date of this Instrument, and maturing on June 1, 2009.
TO SECURE TO LENDER the repayment of the Indebtedness, and all renewals, extensions and modifications
of the Indebtedness, and the performance of the covenants and agreements of Borrower contained in the Loan
Documents, Borrower mortgages, warrants, grants, conveys and assigns to Lender the Mortgaged Property,
including the Land located in Montgomery County, Commonwealth of Pennsylvania and described in Exhibit A
attached to this Instrument.
Borrower represents and warrants that Borrower is lawfully seized of the Mortgaged Property and has the right,
power and authority to mortgage, grant, convey and assign the Mortgaged Property, and that the Mortgaged
Property is unencumbered. Borrower covenants that Borrower will warrant and defend generally the title to the
Mortgaged Property against all claims and demands, subject to any easements and restrictions listed in a schedule
of exceptions to coverage in any title insurance policy issued to Lender contemporaneously with the execution
and recordation of this Instrument and insuring Lender's interest in the Mortgaged Property.