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JV-333313

                                                                   EXHIBIT 10.22

                         Guarantee Of Member Obligations

      This Guarantee is made and entered into as of September 30, 2003.

                                   WITNESSETH

      WHEREAS, The Northwestern Mutual Life Insurance Company ("Northwestern
Mutual"), AH Michigan Owner Limited Partnership, an Ohio limited partnership
("AHMI") and AH Pennsylvania Owner Limited Partnership, an Ohio limited
partnership ("AHPA") are entering into that certain Limited Liability Company
Agreement dated as of September 30, 2000 (the "Agreement") for BROOKDALE SENIOR
HOUSING, LLC, a Delaware limited liability company (the "Company") (capitalized
terms not otherwise defined herein shall have the meanings set forth in the
Agreement), of which Northwestern Mutual, AHMI and AHPA are the sole members;
and

      WHEREAS, as a condition to Northwestern Mutual's investment in the Company
and its undertaking of continuing obligations under the Agreement, Northwestern
Mutual requires the execution of this Guarantee by the undersigned;

      NOW, THEREFORE, in consideration of Northwestern Mutual's undertaking its
obligations under the Agreement and as an inducement to Northwestern Mutual to
do so, the undersigned agrees as follows:

1.    The undersigned hereby guarantees to Northwestern Mutual the full and
faithful performance by AHMI and AHPA of their obligations under the Agreement,
including, without limitation, the obligation to make Capital Contributions to
the Company as required pursuant to the terms of the Agreement, the obligation
to repay any Default Loans made by Northwestern Mutual to AHMI and/or AHPA,
including any interest thereon and any costs and expenses incurred by
Northwestern Mutual in the collection thereof, the performance of all
nonmonetary obligations of AHMI and/or AHPA under the Agreement and the payment
of any losses and damages incurred by Northwestern Mutual resulting from any
breach of the Agreement by AHMI and/or AHPA (the "Guaranteed Obligations").

      2.    If Northwestern Mutual determines (in its sole and reasonable
discretion) that AHMI and/or AHPA have failed or is failing to perform any of
its Guaranteed Obligations, the undersigned shall, within ten (10) business days
after its deemed receipt of any written notice or demand from Northwestern
Mutual, take such action, enter into such contracts and advance such funds as
may be directed by Northwestern Mutual in any such notice or demand to fulfill
the obligations of AHMI and AHPA under the Agreement.

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      3.    All notices and demands to be sent by Northwestern Mutual to the
undersigned shall be sent by certified U.S. mail, postage prepaid, return
receipt requested, or by overnight courier service (e.g. Federal Express) in
either case addressed to the undersigned at the address set forth opposite the
undersigned's signature below and shall be deemed received on the earlier of:
(i) actual delivery; or (ii) three (3) business days after deposit, if sent by
the U.S. mail as aforesaid, or one (1) business day after deposit, if sent by
courier service as aforesaid.

      4.    The undersigned waives notice of acceptance of this Guarantee by
Northwestern Mutual and any and all notices and demands of every kind (except as
provided above) which may be required to be given by any statute or rule of law
and agrees that the undersigned's liability hereunder shall be in no way
affected, diminished or released by any extension of time or forbearance which
may be granted to AHMI or AHPA (or any successor to AHMI or AHPA) or by reason
of any change or modification in the Agreement.

      5.    The undersigned agrees that this Guarantee may be enforced by
Northwestern Mutual without the necessity at any time of resorting to or
exhausting any remedy under the Agreement, any other guarantee or any instrument
evidencing or securing any loan made by Northwestern Mutual to the Company or
any remedy at law or in equity, and the undersigned hereby waives the right to
require Northwestern Mutual to proceed against AHMI, AHPA or the Company or to
require Northwestern Mutual to pursue any other remedy or enforce any other
right. The undersigned further agrees that nothing contained herein shall
prevent Northwestern Mutual from bringing any action, instituting any equitable
proceeding or exercising any other rights available to it under any instrument
evidencing or securing any loan made by Northwestern Mutual to the Company or
any indebtedness of the Company to Northwestern Mutual, and the exercise of any
of the aforesaid or completion of any foreclosure proceedings shall not
constitute a discharge of any of the undersigned's obligations hereunder, it
being the purpose and intent of the undersigned that the undersigned's
obligations hereunder shall be absolute, independent and unconditional. Neither
the undersigned's obligations under this Guarantee nor any remedy for the
enforcement thereof shall be impaired, modified, changed, or released in any
manner whatsoever by operation of law including AHMI's bankruptcy or AHPA's
bankruptcy. The foregoing language is not intended to characterize the
undersigned as a Member in the Company.

      6.    If it becomes necessary for Northwestern Mutual to employ counsel to
enforce the obligations of the undersigned hereunder, the undersigned agrees to
pay reasonable counsel fees and expenses in connection therewith.

      7.    If any provision or portion thereof of this Guarantee is declared or
found by a court of competent jurisdiction to be unenforceable or null and void,
such provision or

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portion thereof shall be deemed stricken and severed from this Guarantee and the
remaining provisions and portions thereof shall continue in full force and
effect.

      IN WITNESS WHEREOF, this GUARANTEE has been executed as of the day and
year set forth above.

                                         BROOKDALE LIVING COMMUNITIES, INC., a
                                         Delaware corporation
Address:
Brookdale Living                         By:   /s/ R. Stanley Young
                                               --------------------------------
Communities, Inc.                        Name: R. Stanley Young
330 N. Wabash Avenue                     Its:  Executive Vice President, Chief
Suite 1400                                     Financial Officer and Treasurer
Chicago, Illinois  60611
Attention: R. Stanley Young

      with copy to:

Brookdale Living
Communities, Inc.
330 N. Wabash Avenue
Chicago, Illinois  60611
Attention:  Deborah Paskin