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                                                                   Exhibit 10.28

TEXAS
JV NO. 333313
RECORDING REQUESTED BY

WHEN RECORDED MAIL TO

The Northwestern Mutual Life Ins. Co.
720 East Wisconsin Avenue - Rm N16WC
Milwaukee, WI 53202
Attn: Sheila Lawton

                          SPACE ABOVE THIS LINE FOR RECORDER'S USE

            GAINES RANCH SECOND DEED OF TRUST AND SECURITY AGREEMENT

      THIS GAINES RANCH SECOND DEED OF TRUST and SECURITY AGREEMENT is made as
of the 30th day of September, 2003 between AH TEXAS OWNER LIMITED PARTNERSHIP,
an Ohio limited partnership, herein (said Grantor/Trustor, whether one or more
in number) called "Grantor", and HENRY F. LANGE, herein called "Trustee", and
BROOKDALE SENIOR HOUSING, LLC, a Delaware limited liability company, c/o The
Northwestern Mutual Life Insurance Company, 720 E. Wisconsin Avenue, Milwaukee,
WI 53202, herein called "Beneficiary":

      WITNESSETH, That Grantor, in consideration of the indebtedness herein
mentioned, does hereby irrevocably bargain, sell, grant, transfer, assign and
convey unto Trustee, in trust, with power of sale and right of entry and
possession, the following property (herein referred to as the "Property"):

      A.    The land in the City of Austin, Travis County, Texas, described in
            Exhibit "A" attached hereto and incorporated herein (the "Land");

      B.    All easements, appurtenances, tenements and hereditaments belonging
            to or benefiting the Land, including but not limited to all waters,
            water rights, water courses, all ways, trees, rights, liberties and
            privileges;

      C.    All improvements to the Land, including, but not limited to, all
            buildings, structures and improvements now existing or hereafter
            erected on the Land; all fixtures and equipment of every description
            belonging to Grantor which are or may be placed or used upon the
            Land or attached to

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            the buildings, structures or improvements, including, but not
            limited to, all engines, boilers, elevators and machinery, all
            heating apparatus, electrical equipment, air-conditioning and
            ventilating equipment, water and gas fixtures, all carpeting,
            draperies, ranges, microwave ovens, refrigerators, dishwashers,
            computers, furniture, kitchen equipment, cleaning equipment, laundry
            equipment, automobiles and vans and all easily removable equipment;
            all of which, to the extent permitted by applicable law, shall be
            deemed an accession to the freehold and a part of the realty as
            between the parties hereto; and

      D.    Grantor's interest in all articles of personal property of every
            kind and nature whatsoever, now or hereafter located upon the Land
            or in or on the buildings and improvements and now owned or leased
            or hereafter acquired or leased by Grantor.

      Grantor agrees not to sell, transfer, assign or remove anything described
in B, C and D above now or hereafter located on the Land without prior written
consent from Beneficiary unless (i) such action does not constitute a sale or
removal of any buildings or structures or the sale or transfer of waters or
water rights and (ii) such action results in the substitution or replacement
with similar items of equal value.

Without limiting the foregoing grants, Grantor hereby pledges to Beneficiary,
and grants to Beneficiary a security interest in, all of Grantor's present and
hereafter acquired right, title and interest in and to the Property and any and
all

      E.    cash and other funds now or at any time hereafter deposited by or
            for Grantor on account of tax, special assessment, replacement or
            other reserves required to be maintained pursuant to the Loan
            Documents (as hereinafter defined) with Beneficiary or a third
            party, or otherwise deposited with, or in the possession of,
            Beneficiary pursuant to the Loan Documents; and

      F.    surveys, soils reports, environmental reports, guaranties,
            warranties, architect's contracts, construction contracts, drawings
            and specifications, applications, permits, surety bonds and other
            contracts relating to the acquisition, design, development,
            construction and operation of the Property including, without
            limitation, that certain Management and Operating Agreement by and
            between Grantor and BLC of Texas-II, L.P.; and

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      G.    accounts, chattel paper, deposit accounts, instruments, equipment,
            inventory, documents, general intangibles, letter-of-credit rights,
            investment property and all other personal property of Grantor
            (including, without limitation, any and all rights in the property
            name "The Heritage at Gaines Ranch"), and

      H.    present and future rights to condemnation awards, insurance proceeds
            or other proceeds at any time payable to or received by Grantor on
            account of the Property or any of the foregoing personal property.

All personal property hereinabove described is hereinafter referred to as the
"Personal Property".

      If any of the Property is of a nature that a security interest therein can
be perfected under the Uniform Commercial Code, this instrument shall constitute
a security agreement and financing statement if permitted by applicable law and
Grantor authorizes Beneficiary to file a financing statement describing such
Property and, at Beneficiary's request, agrees to join with Beneficiary in the
execution of any financing statements and to execute any other instruments that
may be necessary or desirable, in Beneficiary's determination, for the
perfection or renewal of such security interest under the Uniform Commercial
Code.

      TO HAVE AND TO HOLD the same unto Trustee for the purpose of securing:

      (a) Payment to the order of Beneficiary of the indebtedness evidenced by
that certain Gaines Ranch Second Promissory Note of even date herewith (and any
restatement, extension or renewal thereof and any amendment thereto) executed by
Grantor for the principal sum of TWELVE MILLION SEVEN HUNDRED THIRTY-NINE
THOUSAND DOLLARS ($12,739,000.00), with final maturity no later than October 1,
2023 and with interest as therein expressed (which promissory note, as such
instrument may be amended, restated, renewed and extended, is hereinafter
referred to as the "Note"), it being recognized that the funds may not have been
fully advanced as of the date hereof but may be advanced in the future in
accordance with the terms of a written contract; and

      (b) Payment of all sums that may become due Beneficiary under the
provisions of, and the performance of each agreement of Grantor contained in,
the Loan Documents.

      "Loan Documents" means this instrument, the Note, that certain Commitment
for Second Loan dated of even date herewith between Grantor and Beneficiary (the
"Commitment"), that certain Gaines Ranch Second Absolute Assignment of Leases
and Rents of even date herewith between Grantor and Beneficiary (the "Absolute
Assignment"), that certain Gaines Ranch Second Loan Certification of even date
herewith, that certain

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Limited Partnership Supplement as dated contemporaneously herewith and any other
supplements and authorizations required by Beneficiary and any other agreement
entered into or document executed by Grantor and delivered to Beneficiary in
connection with the indebtedness evidenced by the Note, except for that certain
Gaines Ranch Second Loan Environmental Indemnity Agreement of even date herewith
given by Brookdale Living Communities, Inc., a Delaware corporation,
("Principal") and Grantor to Beneficiary (the "Environmental Indemnity
Agreement"), as any of the foregoing may be amended from time to time.

      TO PROTECT THE SECURITY OF THIS DEED OF TRUST, GRANTOR COVENANTS AND
AGREES:

PAYMENT OF DEBT. Grantor agrees to pay the indebtedness hereby secured (the
"Indebtedness") promptly and in full compliance with the terms of the Loan
Documents.

OWNERSHIP. Grantor represents that it owns the Property and has good and lawful
right to convey the same and that the Property is free and clear from any and
all encumbrances whatsoever, except as appears in the title insurance policy
received by Beneficiary. Grantor does hereby forever warrant and shall forever
defend the title and possession thereof against the lawful claims of any and all
persons whomsoever.

MAINTENANCE OF PROPERTY AND COMPLIANCE WITH LAWS. Grantor agrees to keep the
buildings and other improvements now or hereafter erected on the Land in good
condition and repair, reasonable wear and tear excepted; not to commit or suffer
any waste; to comply with all laws, rules and regulations affecting the
Property; and to permit Beneficiary to enter at all reasonable times for the
purpose of inspection and of conducting, in a reasonable and proper manner, such
tests as Beneficiary determines to be necessary in order to monitor Grantor's
compliance with applicable laws and regulations regarding hazardous materials
affecting the Property.

USING CHLORINATED SOLVENTS. Grantor agrees not to lease any of the Property,
without the prior written consent of Beneficiary, to (i) dry cleaning operations
that perform dry cleaning on site with chlorinated solvents or (ii) any other
tenants that use chlorinated solvents in the operation of their businesses, and
Grantor covenants that it shall not use or store chlorinated solvents at the
Property.

BUSINESS RESTRICTION REPRESENTATION AND WARRANTY. Grantor represents and
warrants that Principal, Grantor, all persons and entities directly owning an
ownership interest in Principal and all persons and entities directly or
indirectly owning an ownership interest in Grantor (except for any person or
entity indirectly owning an ownership interest in Principal), all guarantors of
all or any portion of the Indebtedness, and all persons and entities executing
any separate indemnity agreement in favor of Beneficiary in connection with the
Indebtedness, and, to the best of the knowledge of Grantor, all

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persons and entities indirectly owning an ownership interest in Principal: (i)
are not, and shall not become, a person or entity with whom Beneficiary is
restricted from doing business with under regulations of the Office of Foreign
Asset Control ("OFAC") of the Department of the Treasury (including, but not
limited to, those named on OFAC's Specially Designated and Blocked Persons list)
or under any statute, executive order (including, but not limited to, the
September 24, 2001 Executive Order Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism),
or other governmental action; (ii) are not knowingly engaged in, and shall not
engage in, any dealings or transaction or be otherwise associated with such
persons or entities described in (i) above; and (iii) are not, and shall not
become, a person or entity whose activities are regulated by the International
Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the
regulations or orders thereunder.

INSURANCE. Grantor agrees to keep the Property insured for the protection of
Beneficiary and Beneficiary's wholly owned subsidiaries and agents in such
manner, in such amounts and in such companies as Beneficiary may from time to
time approve, and to keep the policies therefor, properly endorsed, on deposit
with Beneficiary, or at Beneficiary's option, to keep certificates of insurance
(Acord 27 for all property insurance and Acord 25-S for all liability insurance)
evidencing all insurance coverages required hereunder on deposit with
Beneficiary, which certificates shall provide at least thirty (30) days notice
of cancellation to Beneficiary and shall list Beneficiary as the certificate
holder; that insurance loss proceeds from all property insurance policies,
whether or not required by Beneficiary (less expenses of collection) shall, at
Beneficiary's option, be applied on the Indebtedness, whether due or not, or to
the restoration of the Property, or be released to Grantor, but such application
or release shall not cure or waive any default under any of the Loan Documents.
If Beneficiary elects to apply the insurance loss proceeds on the Indebtedness,
no prepayment privilege fee shall be due thereon.

      Notwithstanding the foregoing provision, Beneficiary agrees that if the
insurance loss proceeds are less than the unpaid principal balance of that
certain Promissory Note (the "First Note") of even date herewith executed by
Grantor secured by that certain Gaines Ranch First Deed of Trust of even date
herewith executed by Grantor and if the casualty occurs prior to the last year
of the term of the First Note, then the insurance loss proceeds (less expenses
of collection) shall be applied to restoration of the Property to its condition
prior to the casualty, subject to satisfaction of the following conditions:

      (a)   There is no existing Event of Default at the time of casualty, and
            if there shall occur any Event of Default after the date of the
            casualty, Beneficiary shall have no further obligation to release
            insurance loss proceeds hereunder during the continuation thereof.

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      (b)   The casualty insurer has not denied liability for payment of
            insurance loss proceeds as a result of any act, neglect, use or
            occupancy of the Property by Grantor.

      (c)   Beneficiary shall be reasonably satisfied that all insurance loss
            proceeds so held, together with supplemental funds to be made
            available by Grantor, shall be sufficient to complete the
            restoration of the Property. Any remaining insurance loss proceeds
            may, at the option of Beneficiary, be applied on the Indebtedness,
            without a prepayment privilege fee, whether or not due, or be
            released to Grantor.

      (d)   If required by Beneficiary, Beneficiary shall be furnished a
            satisfactory report addressed to Beneficiary from an environmental
            engineer or other qualified professional satisfactory to Beneficiary
            to the effect that no adverse environmental impact to the Property
            resulted from the casualty.

      (e)   Beneficiary shall release casualty insurance proceeds as restoration
            of the Property progresses provided that Beneficiary is furnished
            satisfactory evidence of the costs of restoration and if, at the
            time of such release, there shall exist no Monetary Default (as
            hereinafter defined) and no default with respect to which
            Beneficiary shall have given Grantor notice pursuant to the NOTICE
            OF DEFAULT provision herein. If the estimated cost of restoration
            exceeds $250,000.00, (i) the drawings and specifications for the
            restoration shall be approved by Beneficiary in writing prior to
            commencement of the restoration, and (ii) Beneficiary shall receive
            an administration fee equal to 1% of the cost of restoration.

      (f)   Prior to each release of funds, Grantor shall obtain for the benefit
            of Beneficiary an endorsement to Beneficiary's title insurance
            policy insuring Beneficiary's lien as a first and valid lien on the
            Property subject only to liens and encumbrances theretofore approved
            by Beneficiary.

      (g)   Grantor shall pay all costs and expenses incurred by Beneficiary,
            including, but not limited to, reasonable outside legal fees, title
            insurance costs, third-party disbursement fees, third-party
            engineering reports and inspections deemed necessary by Beneficiary
            in its reasonable discretion.

      (h)   All reciprocal easement and operating agreements benefiting the
            Property, if any, shall remain in full force and effect between the
            parties thereto on and after restoration of the Property.

      (i)   Beneficiary shall be satisfied that Projected Debt Service Coverage
            of at least 1.10 will be produced from the leasing of not more than
            161 units to

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            former residents or approved new residents with leases satisfactory
            to Beneficiary for terms of at least one year to commence not later
            than (30) days following completion of such restoration ("Approved
            Leases").

      "Projected Debt Service Coverage" means a number calculated by dividing
Projected Operating Income Available for Debt Service for the first fiscal year
following restoration of the Property by the debt service during the same fiscal
year under all indebtedness secured by any portion of the Property. For purposes
of the preceding sentence, "debt service" means the greater of (x) debt service
due under all such indebtedness during the first fiscal year following
completion of the restoration of the Property or (y) debt service that would be
due and payable during such fiscal year if all such indebtedness were amortized
over 25 years (whether or not amortization is actually required) and if interest
on such indebtedness were due as it accrues at the face rate shown on the notes
therefore (whether or not interest payments based on such face rates are
required).

      "Projected Operating Income Available for Debt Service" means projected
gross annual rent from the Approved Leases for the first full fiscal year
following completion of the restoration of the Property less:

(A)   The operating expenses of the Property for the last fiscal year preceding
      the casualty and

(B)   the following:

      (i)   a replacement reserve for capital improvements, unit remodels and
            structural items based on not less than $350 per unit per annum;

      (ii)  the amount, if any, by which actual gross income during such fiscal
            period exceeds that which would be earned from the rental of 92% of
            the units at the Property;

      (iii) the amount, if any, by which the actual management fee is less than
            5% of effective gross revenue during such fiscal period;

      (iv)  the amount, if any, by which the actual real estate taxes are less
            than $2,324 per unit per annum; and

      (v)   the amount, if any, by which total actual operating expenses,
            excluding management fees, real estate taxes and replacement
            reserves, are less than $16,530 per unit per annum.

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      All projections referenced above shall be calculated in a manner
satisfactory to Beneficiary in its reasonable discretion.

CONDEMNATION. Grantor hereby assigns to Beneficiary (i) any award and any other
proceeds resulting from damage to, or the taking of, all or any portion of the
Property, and (ii) the proceeds from any sale or transfer in lieu thereof
(collectively, "Condemnation Proceeds") in connection with condemnation
proceedings or the exercise of any power of eminent domain or the threat thereof
(hereinafter, a "Taking"); any Condemnation Proceeds shall, at Beneficiary's
option, be applied on the Indebtedness, whether due or not, or to the
restoration of the Property, or be released to Grantor, but such application or
release shall not cure or waive any default under any of the Loan Documents. Any
portion of such award and proceeds not applied to restoration shall, at
Beneficiary's option, be applied on the Indebtedness, whether due or not, or be
released to Grantor, but such application or release shall not cure or waive any
default under any of the Loan Documents. Notwithstanding the foregoing, if the
Condemnation Proceeds are less than the unpaid principal balance of the First
Note and such damage or Taking occurs prior to the last year of the term of the
First Note, such Condemnation Proceeds (less expenses of collection) shall be
applied to restoration of the Property to its condition, or the functional
equivalent of its condition prior to the Taking, provided that restoration or
replacement of the improvements on the Land to their functional and economic
utility prior to the Taking be possible, and provided that the following
conditions are satisfied:

      (a)   There is no existing Event of Default at the time of the Taking, and
            if there shall occur any Event of Default after the date of the
            Taking, Beneficiary shall have no further obligation to release
            Condemnation Proceeds hereunder.

      (b)   Beneficiary shall be reasonably satisfied that all Condemnation
            Proceeds so held, together with supplemental funds to be made
            available by Grantor, shall be sufficient to complete the
            restoration of the Property. Any remaining Condemnation Proceeds
            may, at the option of Beneficiary, be applied on the Indebtedness,
            whether or not due, or be released to Grantor.

      (c)   If reasonably required by Beneficiary, Beneficiary shall be
            furnished a satisfactory report addressed to Beneficiary from an
            environmental engineer or other qualified professional satisfactory
            to Beneficiary to the effect that no adverse environmental impact to
            the Property resulted from the Taking.

      (d)   Beneficiary shall release Condemnation Proceeds as restoration of
            the Property progresses provided that Beneficiary is furnished
            satisfactory evidence of the costs of restoration and if, at the
            time of such release, there shall exist no Monetary Default (as
            hereinafter defined) and no default with

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            respect to which Beneficiary shall have given Grantor notice
            pursuant to the NOTICE OF DEFAULT provision herein. If the estimated
            cost of restoration exceeds $250,000.00, (i) the drawings and
            specifications for the restoration shall be approved by Beneficiary
            in writing prior to commencement of the restoration, and (ii)
            Beneficiary shall receive an administration fee equal to 1% of the
            cost of restoration.

      (e)   Prior to each release of funds, Grantor shall obtain for the benefit
            of Beneficiary an endorsement to Beneficiary's title insurance
            policy insuring Beneficiary's lien as a first and valid lien on the
            Property subject only to liens and encumbrances theretofore approved
            by Beneficiary.

      (f)   Grantor shall pay all costs and expenses incurred by Beneficiary,
            including, but not limited to, outside legal fees, title insurance
            costs, third-party disbursement fees, third-party engineering
            reports and inspections deemed necessary by Beneficiary in its
            reasonable discretion.

      (g)   All reciprocal easement and operating agreements benefiting the
            Property, if any, shall remain in full force and effect between the
            parties thereto on and after restoration of the Property.

      (h)   Beneficiary shall be satisfied that Projected Debt Service Coverage
            of at least 1.10 will be produced from the leasing of not more than
            161 units to former residents or approved new residents with leases
            satisfactory to Beneficiary for terms of at least one year to
            commence not later than thirty (30) days following completion of
            such restoration ("Approved Leases").

TAXES AND SPECIAL ASSESSMENTS. Grantor agrees to pay before delinquency all
taxes and special assessments of any kind that have been or may be levied or
assessed against the Property, this instrument, the Note or the Indebtedness, or
upon the interest of Trustee or Beneficiary in the Property, this instrument,
the Note or the Indebtedness, and to procure and deliver to Beneficiary within
30 days after Beneficiary shall have given a written request to Grantor, the
official receipt of the proper officer showing timely payment of all such taxes
and assessments; provided, however, that Grantor shall not be required to pay
any such taxes or special assessments if the amount, applicability or validity
thereof shall currently be contested in good faith by appropriate proceedings
and funds sufficient to satisfy the contested amount have been deposited in an
escrow satisfactory to Beneficiary.

PERSONAL PROPERTY. With respect to the Personal Property, Grantor hereby
represents, warrants and covenants as follows:

      (a) Except for the security interest granted hereby, Grantor is, and as to
portions of the Personal Property to be acquired after the date hereof will be,
the sole owner of the

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Personal Property, free from any lien, security interest, encumbrance or adverse
claim thereon of any kind whatsoever, except as otherwise permitted herein.
Grantor shall notify Beneficiary of, and shall indemnify and defend Beneficiary
and the Personal Property against, all claims and demands of all persons at any
time claiming the Personal Property or any part thereof or any interest therein.

      (b) Except as otherwise provided above, Grantor shall not lease, sell,
convey or in any manner transfer the Personal Property without the prior consent
of Beneficiary.

      (c) Until the Indebtedness is paid in full, Grantor (i) shall not change
its legal name without providing Beneficiary with thirty (30) days prior written
notice; (ii) shall not change its state of organization and (iii) shall preserve
its existence and shall not, in one transaction or a series of transactions,
merge into or consolidate with any other entity.

      (d) At the request of Beneficiary, Grantor shall join Beneficiary in
executing one or more financing statements and continuations and amendments
thereof pursuant to the Uniform Commercial Code in form satisfactory to
Beneficiary, and Grantor shall pay the cost of filing the same in all public
offices wherever filing is deemed by Beneficiary to be necessary or desirable.
Grantor shall also, at Grantor's expense, take any and all other action
requested by Beneficiary to perfect Beneficiary's security interest under the
Uniform Commercial Code with respect to the Personal Property, including,
without limitation, exercising Grantor's commercially reasonable efforts to
obtain any consents, agreements or acknowledgments required of third parties to
perfect Beneficiary's security interest in Personal Property consisting of
deposit accounts, letter-of-credit rights, investment property, and electronic
chattel paper.

OTHER LIENS. Grantor agrees to keep the Property or any Personal Property free
from all other liens either prior or subsequent to the lien created by this
instrument except for that certain Gaines Ranch First Deed of Trust and Security
Agreement of even date herewith, that certain Gaines Ranch Third Deed of Trust
and Security Agreement of even date herewith, and any trade debt shown on
Exhibit B attached hereto. The (i) creation of any other lien on any portion of
the Property or on any Personal Property, whether or not prior to the lien
created hereby, (ii) assignment or pledge by Grantor of its revocable license to
collect, use and enjoy rents and profits from the Property, or (iii) granting or
permitting of a security interest in or other encumbrance on the ownership
interests in Grantor, shall constitute a default under the terms of this
instrument; except that upon written notice to Beneficiary, Grantor may, after
the Loan Closing Date (as defined in the Commitment), proceed to contest in good
faith and by appropriate proceedings any mechanics liens, tax liens or judgment
liens with respect to the Property or any Personal Property described herein,
provided funds sufficient to satisfy the contested amount have been deposited in
an escrow account satisfactory to Beneficiary.

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COSTS, FEES AND EXPENSES. Grantor agrees to pay all costs, fees and expenses of
this trust; to appear in and defend any action or proceeding purporting to
affect the security hereof or the rights or powers of Beneficiary or Trustee
hereunder; to pay all costs and expenses, including the cost of obtaining
evidence of title and reasonable attorney's fees, incurred in connection with
any such action or proceeding; and to pay any and all attorney's fees and
expenses of collection and enforcement in the event the Note is placed in the
hands of an attorney for collection, enforcement of any of the Loan Documents is
undertaken or suit is brought thereon.

FAILURE OF GRANTOR TO ACT. If Grantor fails to make any payment or do any act as
herein provided, Beneficiary or Trustee may, without obligation so to do,
without notice to or demand upon Grantor and without releasing Grantor from any
obligation hereof: (i) make or do the same in such manner and to such extent as
Beneficiary may deem necessary to protect the security hereof, Beneficiary or
Trustee being authorized to enter upon the Property for such purpose; (ii)
appear in and defend any action or proceeding purporting to affect the security
hereof, or the rights or powers of Beneficiary or Trustee; (iii) pay, purchase,
contest or compromise any encumbrance, charge or lien which in the judgment of
Beneficiary appears to be prior or superior hereto; and (iv) in exercising any
such powers, pay necessary expenses, employ counsel and pay its reasonable fees.
Sums so expended shall be payable by Grantor immediately upon demand with
interest from date of expenditure at the Default Rate (as defined in the Note).
All sums so expended by Beneficiary and the interest thereon shall be included
in the Indebtedness and secured by the lien of this instrument.

EVENT OF DEFAULT. Any default by Grantor in making any required payment of the
Indebtedness or any default in any provision, covenant, agreement, warranty or
certification contained in any of the Loan Documents shall, except as provided
in the two immediately succeeding paragraphs, constitute an "Event of Default".

NOTICE OF DEFAULT. A default in any payment required in the Note or any other
Loan Document, whether or not payable to Beneficiary, (a "Monetary Default")
shall not constitute an Event of Default unless Beneficiary shall have given a
written notice of such Monetary Default to Grantor and Grantor shall not have
cured such Monetary Default by payment of all amounts in default (including
payment of interest at the Default Rate, as defined in the Note, from the date
of default to the date of cure on amounts owed to Beneficiary) within five (5)
business days after the date on which Beneficiary shall have given such notice
to Grantor.

      Any other default under the Note or under any other Loan Document (a
"Non-Monetary Default") shall not constitute an Event of Default unless
Beneficiary shall have given a written notice of such Non-Monetary Default to
Grantor and Grantor shall not have cured such Non-Monetary Default within thirty
(30) days after the date on which Beneficiary shall have given such notice of
default to Grantor (or, if the

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Non-Monetary Default is not curable within such 30-day period, Grantor shall not
have diligently undertaken and continued to pursue the curing of such
Non-Monetary Default and deposited an amount sufficient to cure such
Non-Monetary Default in an escrow account satisfactory to Beneficiary).

      In no event shall the notice and cure period provisions recited above
constitute a grace period for the purposes of commencing interest at the Default
Rate (as defined in the Note).

SUBSTITUTION OF TRUSTEE. Beneficiary and its successors and assigns may for any
reason and at any time appoint a new or substitute Trustee by written
appointment delivered to such new or substitute Trustee without notice to
Grantor, without notice to, or the resignation or withdrawal by, the existing
Trustee and without recordation of such written appointment unless notice or
recordation is required by the laws of the jurisdiction in which the Property is
located. Upon delivery of such appointment, the new or substitute Trustee shall
be vested with the same title and with the same powers and duties granted to the
original Trustee.

APPOINTMENT OF RECEIVER. Upon commencement of any proceeding to enforce any
right under this instrument, including foreclosure thereof, Beneficiary (without
limitation or restriction by any present or future law, without regard to the
solvency or insolvency at that time of any party liable for the payment of the
Indebtedness, without regard to the then value of the Property, whether or not
there exists a threat of imminent harm, waste or loss to the Property and
whether or not the same shall then be occupied by the owner of the equity of
redemption as a homestead) shall have the absolute right to the appointment of a
receiver of the Property and of the revenues, rents, profits and other income
therefrom, and said receiver shall have (in addition to such other powers as the
court making such appointment may confer) full power to collect all such income
and, after paying all necessary expenses of such receivership and of operation,
maintenance and repair of said Property, to apply the balance to the payment of
any of the Indebtedness then due.

FORECLOSURE. Upon the occurrence of an Event of Default, the entire unpaid
Indebtedness shall, at the option of Beneficiary (to be exercised at any time
that said Event of Default continues to exist), become immediately due and
payable for all purposes without any notice or demand, except as required by law
(ALL OTHER NOTICE OF THE EXERCISE OF SUCH OPTION BEING HEREBY EXPRESSLY WAIVED),
and Beneficiary may, in addition to exercising any rights it may have with
respect to the Personal Property under the Uniform Commercial Code of the
jurisdiction in which the Property is located, institute proceedings in any
court of competent jurisdiction to foreclose this instrument as a mortgage, or
to enforce any of the covenants hereof, or Trustee or Beneficiary may, either
personally or by agent or attorney in fact, enter upon and take possession of
the Property and may manage, rent or lease the Property or any portion thereof
upon such terms as Beneficiary may deem expedient, and collect, receive and
receipt for all rentals and other

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income therefrom and apply the sums so received as hereinafter provided in case
of sale. Trustee is hereby further authorized and empowered, either after or
without such entry, to sell and dispose of the Property en masse or in separate
parcels (as Trustee may think best), and all the right, title and interest of
Grantor, by advertisement or in any manner provided by the laws of the
jurisdiction in which the Property is located (GRANTOR HEREBY EXPRESSLY WAIVES
ANY RIGHT TO A HEARING PRIOR TO SUCH SALE), and to issue, execute and deliver a
deed of conveyance, all as then may be provided by law; and Trustee shall, out
of the proceeds or avails of such sale, after first paying and retaining all
fees, charges, costs of advertising the Property and of making said sale, and
attorney's fees as herein provided, pay to Beneficiary or the legal holder of
the Indebtedness the amount thereof, including all sums advanced or expended by
Beneficiary or the legal holder of the Indebtedness, with interest from date of
advance or expenditure at the Default Rate (as defined in the Note), rendering
the excess, if any, as provided by law; such sale or sales and said deed or
deeds so made shall be a perpetual bar, both in law and equity, against Grantor
and the heirs, successors and assigns of Grantor, and all other persons claiming
the Property aforesaid, or any part thereof by, from, through or under Grantor.
The legal holder of the Indebtedness may purchase the Property or any part
thereof, and it shall not be obligatory upon the purchasers at any such sale to
see to the application of the purchase money.

      In addition to the above remedies, it is agreed that upon the occurrence
of an Event of Default, Beneficiary may, at its option (to be exercised at any
time that said Event of Default continues to exist), without demand or notice,
request the Trustee, and the Trustee shall be, and is hereby authorized and
empowered to proceed with foreclosure and sale of the Property by advertisement
or in any manner provided by the laws of the state in which the Property is
located in satisfaction of the item in default as if under a full foreclosure,
but without declaring the unmatured portion of the Indebtedness due; such sale
shall be made subject to the unmatured portion of the Indebtedness and it is
agreed that such sale shall not in any manner affect the unmatured portion of
the Indebtedness, but as to such unmatured portion, this instrument shall remain
in full force and effect just as though no sale had been made under the
provisions of this paragraph and it is further agreed that several sales may be
made without exhausting the right of sale for any unmatured portion of the
Indebtedness or for any future breach of the covenants, conditions or
stipulations set out herein.

APPRAISEMENT, STAY AND REDEMPTION LAWS. Grantor expressly waives and
relinquishes the benefit of all laws now existing or that may hereafter be
enacted providing for any appraisement before sale of any of the Property,
commonly known as Appraisement Laws, and also the benefit of all laws that may
hereafter be enacted in any way extending the time for the enforcement or the
collection of the Indebtedness, or creating or extending a period for redemption
from any sale made to collect the Indebtedness, commonly known as Stay Laws and
Redemption Laws.

PROHIBITION ON TRANSFER. The present ownership and management of the Property is
a material consideration to Beneficiary in making the loan secured by this
instrument, and

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<PAGE>

Grantor shall not (i) convey title to all or any part of the Property, (ii)
enter into any contract to convey (land contract/installment sales
contract/contract for deed) title to all or any part of the Property which gives
a purchaser possession of, or income from, the Property prior to a transfer of
title to all or any part of the Property ("Contract to Convey") or (iii) cause
or permit a Change in the Proportionate Ownership (as hereinafter defined) of
Grantor. Any such conveyance, entering into a Contract to Convey or Change in
the Proportionate Ownership of Grantor shall constitute a default under the
terms of this instrument.

      For purposes of this instrument, a "Change in the Proportionate Ownership"
means in the case of a corporation, a change in, or the existence of a lien on,
the ownership of the voting stock of such corporation; in the case of a trust, a
change in, or the existence of a lien on, the beneficial ownership of such
trust; in the case of a limited liability company, a change in the ownership of,
or the existence of a lien on, the limited liability company interests of such
limited liability company; in the case of a partnership, a change in the
ownership of, or the existence of a lien on, the partnership interests of such
partnership, or any change in the direct and indirect ownership interests of
Grantor such that Principal no longer continues to own, directly or indirectly,
free and clear of any security interest, a 100% interest in Grantor or no longer
has a controlling interest in Grantor.

      Notwithstanding the foregoing, a transfer of the direct and indirect
ownership interests in Grantor shall be permitted if and only if the following
is true immediately after such transfer: (a) Principal continues to own,
directly or indirectly, free and clear of any security interest, a 100% interest
in Grantor; and (b) Principal has a controlling interest in Grantor; provided
that if at any time thereafter clauses (a) and (b) above do not continue to be
true, a change in the proportionate ownership of Grantor shall be deemed to have
taken place in violation of this provision. For purposes hereof, the
"controlling interest" shall mean the possession by any person, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of another entity, whether through ownership interest, by contract or
otherwise.

FINANCIAL STATEMENTS. Grantor agrees to furnish to Beneficiary:

(A) the following financial statements for the Property within 90 days after the
close of each fiscal year of the Grantor (the "Property Financial Statements Due
Date"):

      (i)   an audited balance sheet as of the last day of such fiscal year; and

      (ii)  an audited statement of operations for such fiscal year with a
            detailed line item break-down of all sources of income and expenses,
            including capital expenses broken down between leasing commissions,
            tenant improvements, capital maintenance, common area renovation,
            and expansion; and if the

                                       14

<PAGE>

            audited statement is not detailed, an unaudited statement with
            sufficient detail will also be required; and

      (iii) a current rent roll identifying location, leased area, lease begin
            and end dates, current contract rent, rent increases and increase
            dates, percentage rent, expense reimbursements, and any other
            recovery items; and

      (iv)  a sales report for such fiscal year identifying monthly and yearly
            sales by all tenants required under their leases to report sales;
            and

      (v)   an operating budget for the current fiscal year; and

      (vi)  an audited statement of cash flows for such fiscal year; and

(B) the following financial statements for Principal within 90 days after the
close of each fiscal year of Principal (the "Principal Financial Statements Due
Date")

      (i)   an audited balance sheet as of the last day of such fiscal year; and

      (ii)  an audited statement of cash flows for such fiscal year.

      The Property Financial Statements Due Date and the Principal Financial
Statements Due Date are each sometimes hereinafter referred to as a "Financial
Statements Due Date".

      The audited financial statements identified in sections (A)(i), (A)(ii),
(B)(i) and (B)(ii) above shall each be prepared in accordance with generally
accepted accounting principles by Ernst & Young, LLP. All unaudited statements
shall contain a certification by a senior officer of the general partner of
Grantor stating that they have been prepared in accordance with generally
accepted accounting principles and that they are true and correct. The expense
of preparing all of the financial statements required in (A) and (B) above,
shall be borne by Grantor.

      Grantor acknowledges that Beneficiary requires the financial statements to
record accurately the value of the Property for financial and regulatory
reporting.

      In addition to all other remedies available to Beneficiary hereunder, at
law and in equity, if any financial statement or proof of payment of property
taxes and assessments is not furnished to Beneficiary as required in this
section entitled "FINANCIAL STATEMENTS" and in the section entitled "TAXES AND
SPECIAL ASSESSMENTS", within 30 days after Beneficiary shall have given written
notice to Grantor that it has not been received as required,

      (x) In addition to the Bonus Interest (as defined in the Note) due under
      the Note, additional interest (the "Additional Interest") on the unpaid
      principal balance of

                                       15

<PAGE>

      the Note shall, as of the applicable Financial Statements Due Date or the
      date such proof of payment of property taxes and assessments was due,
      accrue and be payable at the rate equal to 1% per annum; and

      (y) Beneficiary may elect to obtain an independent appraisal and audit of
      the Property at Grantor's expense, and Grantor agrees that it will, upon
      request, promptly make Grantor's books and records regarding the Property
      available to Beneficiary and the person(s) performing the appraisal and
      audit (which obligation Grantor agrees can be specifically enforced by
      Beneficiary).

      Commencing on the date on which the financial statements and proof of
payment of property taxes and assessments are received by Beneficiary, the
Additional Interest shall no longer be due. Notwithstanding the foregoing,
Beneficiary shall have the right to conduct an independent audit at its own
expense at any time.

COMPLIANCE WITH WATER REGULATIONS. Grantor agrees to abide by all the statutes
of the state in which the Property is located and the rules and regulations of
any and all federal, state and local authority having jurisdiction over the use
and distribution of water or water resources, and shall not transfer, sell,
assign or relinquish the water rights now held or hereafter acquired covering
the Property without the written consent of the Beneficiary.

PROPERTY MANAGEMENT. The management company shall be satisfactory to Beneficiary
during the term of the Note. Beneficiary hereby acknowledges that BLC of
Texas-II, L.P. shall be deemed satisfactory to Beneficiary. The Management and
Operating Agreement for the Property shall be satisfactory to Beneficiary. The
termination of, or a material modification to, the Management and Operating
Agreement for the Property without Beneficiary's prior written consent shall be
a default under this instrument. Without limiting the generality of the
foregoing, the Management and Operating Agreement for the Property shall contain
the following provisions:

      (i)   Prohibition of contracts with affiliates of Principal, without the
            prior written approval of Beneficiary.

      (ii)  No assignment of the management agreement by the manager, except to
            an entity with Principal as the majority owner; provided, however,
            that such entity must be of the same size and expertise as the prior
            manager; and provided further, however, that such assignment is
            subject to Beneficiary's prior written approval, which approval will
            not be unreasonably withheld. Notwithstanding any other language
            contained herein to the contrary, Beneficiary will not unreasonably
            withhold its written approval to an assignment of the management
            agreement by the manager to a wholly-owned subsidiary of Principal.

                                       16

<PAGE>

      (iii) Any third party service contract entered into by the manager shall
            have a term of not more than one (1) year, with a thirty (30) day
            cancellation provision.

      (iv)  Beneficiary may, at its option, require the Grantor to terminate the
            management agreement and contract with a new manager (subject to the
            approval of Beneficiary) for any of the following reasons:

            (a)   Any material enforcement action is brought against the
                  Property.

            (b)   The loss of Mark Schulte as Chairman and Chief Executive
                  Officer of Principal or his incapacity. In the event Mark
                  Schulte is incapacitated or is no longer Chairman and Chief
                  Executive Officer of Principal for any reason, Principal may
                  have up to twelve (12) months after such incapacity of Mark
                  Schulte or failure of Mark Schulte to be Chairman and Chief
                  Executive Officer of Principal to hire or retain a successor
                  (the "Successor Naming Allowed Time"). If either of the
                  following occurs: (i) a successor is not timely named by
                  Principal within the Successor Naming Allowed Time; or (ii)
                  Beneficiary fails to approve the named successor within a
                  ninety (90) day period following the hiring of such successor,
                  which approval or disapproval shall be in Beneficiary's sole
                  discretion, and Beneficiary gives written notice of its
                  requirement that the Grantor terminate the management
                  agreement within said ninety (90) day period, Grantor shall be
                  required to terminate the management agreement.

            (c)   Any wasting of the Property.

            (d)   Any default under the management agreement.

            (e)   If after December 31, 2005, as to the Property, the cumulative
                  distributions of Operating Cash Flow (as defined in the Note)
                  for any consecutive twelve (12) month period are insufficient
                  to pay Beneficiary a minimum 12% return on its Average
                  Outstanding Principal Balance on the Indebtedness over such
                  twelve (12) month period; provided, however, that in the event
                  Beneficiary reasonably determines that the minimum 12% return
                  (as referenced above) is not being met due solely to an
                  oversupply of senior housing facilities added to the
                  applicable real estate market, then and in such event, Grantor
                  shall be given an additional twelve (12) month period in which
                  to bring the cumulative distributions of Operating Cash Flow
                  to a level that is sufficient to pay Beneficiary a minimum 12%
                  return on its Average Outstanding Principal Balance on the
                  Indebtedness

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<PAGE>

                  over such additional twelve (12) month period. For the
                  purposes used herein, Beneficiary's "Average Outstanding
                  Principal Balance" shall consist of Beneficiary's initial
                  principal advance plus any and all subsequent principal
                  advances under the Note, taking into consideration any
                  paydowns of principal under the Note.

DEPOSITS BY GRANTOR. To assure the timely payment of real estate taxes and
special assessments (including personal property taxes, if appropriate), upon
the occurrence of an Event of Default, Beneficiary shall thence forth have the
option to require Grantor to deposit funds with Beneficiary, in monthly or other
periodic installments in amounts estimated by Beneficiary from time to time
sufficient to pay real estate taxes and special assessments as they become due.
If at any time the funds so held by Beneficiary shall be insufficient to pay any
of said expenses, Grantor shall, upon receipt of notice thereof, immediately
deposit such additional funds as may be necessary to remove the deficiency. All
funds so deposited shall be irrevocably appropriated to Beneficiary to be
applied to the payment of such real estate taxes and special assessments and, at
the option of Beneficiary after default, the Indebtedness.

NOTICES. Any notices, demands, requests and consents permitted or required
hereunder or under any other Loan Document shall be in writing, may be delivered
personally or sent by certified mail with postage prepaid or by reputable
courier service with charges prepaid. Any notice or demand sent to Grantor by
certified mail or reputable courier service shall be addressed to Grantor at c/o
Brookdale Living Communities, Inc., Attn: R. Stanley Young, 330 North Wabash
Avenue, Suite 1400, Chicago, IL, 60611 with a copy to c/o Brookdale Living
Communities, Inc., Attn: Deborah C. Paskin, 330 North Wabash Avenue, Suite 1400,
Chicago, IL, 60611 or such other address in the United States of America as
Grantor shall designate in a notice to Beneficiary given in the manner described
herein. Any notice sent to Beneficiary by certified mail or reputable courier
service shall be addressed to The Northwestern Mutual Life Insurance Company to
the attention of the Real Estate Investment Department at 720 East Wisconsin
Avenue, Milwaukee, WI 53202, or at such other addresses as Beneficiary shall
designate in a notice given in the manner described herein. Any notice given to
Beneficiary shall refer to the Loan No. set forth above. Any notice or demand
hereunder shall be deemed given when received. Any notice or demand which is
rejected, the acceptance of delivery of which is refused or which is incapable
of being delivered during normal business hours at the address specified herein
or such other address designated pursuant hereto shall be deemed received as of
the date of attempted delivery.

MODIFICATION OF TERMS. Without affecting the liability of Grantor or any other
person (except any person expressly released in writing) for payment of the
Indebtedness or for performance of any obligation contained herein and without
affecting the rights of Beneficiary with respect to any security not expressly
released in writing, Beneficiary may, at any time and from time to time, either
before or after the maturity of the Note, without

                                       18

<PAGE>

notice or consent: (i) release any person liable for payment of all or any part
of the Indebtedness or for performance of any obligation; (ii) make any
agreement extending the time or otherwise altering the terms of payment of all
or any part of the Indebtedness, or modifying or waiving any obligation, or
subordinating, modifying or otherwise dealing with the lien or charge hereof;
(iii) exercise or refrain from exercising or waive any right Beneficiary may
have; (iv) accept additional security of any kind; (v) release or otherwise deal
with any property, real or personal, securing the Indebtedness, including all or
any part of the Property.

EXERCISE OF OPTIONS. Whenever, by the terms of this instrument, of the Note or
any of the other Loan Documents, Beneficiary is given any option, such option
may be exercised when the right accrues, or at any time thereafter, and no
acceptance by Beneficiary of payment of Indebtedness in default shall constitute
a waiver of any default then existing and continuing or thereafter occurring.

NATURE AND SUCCESSION OF AGREEMENTS. Each of the provisions, covenants and
agreements contained herein shall inure to the benefit of, and be binding on,
the heirs, executors, administrators, successors, grantees, and assigns of the
parties hereto, respectively, and the term "Beneficiary" shall include the owner
and holder of the Note.

LEGAL ENFORCEABILITY. No provision of this instrument, the Note or any other
Loan Documents shall require the payment of interest or other obligation in
excess of the maximum permitted by law. If any such excess payment is provided
for in any Loan Documents or shall be adjudicated to be so provided, the
provisions of this paragraph shall govern and Grantor shall not be obligated to
pay the amount of such interest or other obligation to the extent that it is in
excess of the amount permitted by law.

LIMITATION OF LIABILITY. Notwithstanding any provision contained herein to the
contrary, the personal liability of Grantor shall be limited as provided in the
Note.

MISCELLANEOUS. Time is of the essence in each of the Loan Documents. The
remedies of Beneficiary as provided herein or in any other Loan Document or at
law or in equity shall be cumulative and concurrent, and may be pursued singly,
successively, or together at the sole discretion of Beneficiary, and may be
exercised as often as occasion therefor shall occur; and neither the failure to
exercise any such right or remedy nor any acceptance by Beneficiary of payment
of Indebtedness in default shall in any event be construed as a waiver or
release of any right or remedy. Neither this instrument nor any other Loan
Document may be modified or terminated orally but only by agreement or discharge
in writing and signed by Grantor and Beneficiary. If any of the provisions of
any Loan Document or the application thereof to any persons or circumstances
shall to any extent be invalid or unenforceable, the remainder of such Loan
Document and each of the other Loan Documents, and the application of such
provision or provisions to persons or circumstances other than those as to whom
or which it is held invalid or unenforceable,

                                       19

<PAGE>

shall not be affected thereby, and every provision of each of the Loan Documents
shall be valid and enforceable to the fullest extent permitted by law.

WAIVER OF JURY TRIAL. Grantor hereby waives any right to trial by jury with
respect to any action or proceeding (a) brought by Grantor, Beneficiary or any
other person relating to (i) the obligations secured hereby and/or any
understandings or prior dealings between the parties hereto or (ii) the Loan
Documents or the Environmental Indemnity Agreement, or (b) to which Beneficiary
is a party.

CAPTIONS. The captions contained herein are for convenience and reference only
and in no way define, limit or describe the scope or intent of, or in any way
affect this instrument.

GOVERNING LAW. This instrument, the interpretation hereof and the rights,
obligations, duties and liabilities hereunder shall be governed and controlled
by the laws of the state in which the Property is located.

      IN WITNESS WHEREOF, this instrument has been executed by the Grantor as of
the day and year first above written.

                           BORROWER: AH TEXAS OWNER LIMITED
                                     PARTNERSHIP, an Ohio limited partnership

                                     By: AH Texas CGP, Inc., an Ohio
                                         corporation, its sole general partner

                                         By: /s/ R. Stanley Young
                                            ---------------------------------
                                            R. Stanley Young
                                            Its Vice President

                                       20

<PAGE>

STATE OF  ) Illinois
          ) ss.
COUNTY OF ) Cook

      BEFORE ME, the undersigned authority, on this day personally appeared R.
Stanley Young, known to me to be the person whose name is subscribed to the
foregoing instrument, and known to me to be the Vice President, of AH Texas CGP,
Inc., an Ohio corporation, the sole general partner of AH TEXAS OWNER LIMITED
PARTNERSHIP, an Ohio limited partnership, and acknowledged to me that he
executed said instrument for the purposes and considerations therein expressed,
and as the act of said limited partnership.

      GIVEN under my hand and official seal, this 30 day of September, 2003.

                                                     /s/ Cheryl Miller
                                             ----------------------------------
                                                            Notary Public

My commission expires: 5/31/06

This instrument was prepared by James L. McFarland, Attorney, for The
Northwestern Mutual Life Insurance Company, 720 East Wisconsin Avenue,
Milwaukee, WI 53202.

                                       21

<PAGE>

                                   EXHIBIT "A"

                         GAINES RANCH LEGAL DESCRIPTION:

Parcel 1:

Being Lot 2, in Block A, of RESUBDIVISION OF LOT 1, BLOCK A, GAINES RANCH PUD,
SECTION ONE, an Addition to Travis County, Texas, according to the Map thereof
recorded in Volume 99, Page 175, of the Plat Records of Travis County, Texas.

Parcel 2:

Easement and right-of-way for ingress and egress over and across Lot 7 for the
benefit of Parcel 1 as granted in Dedication recorded in Volume 13244, Page
2843, Real Property Records of Travis County, Texas.

Tax Parcel No. 04072701300000

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