##### 



Exhibit 10.50
 SECURITY AGREEMENT
  RECITALS
     AGREEMENTS




---



##### 



COLLATERAL
      REPRESENTATIONS AND WARRANTIES
  Place(s) of Business and Location of Collateral.
 Exhibit A Exhibit
A
 2




---



##### 



Exhibit A
 Title to Properties.
  Patents and Trademarks.
  Business Names and Addresses.
 Exhibit A
 AFFIRMATIVE COVENANTS OF LOAN PARTIES
  Maintenance of the Collateral.
  Other Liens, Security Interests, etc.
  3




---



##### 



Defense of Title and Further Assurances.
  Books and Records.
  Assignments of Accounts.
  Collections.
  4




---



##### 



Notice to Account Debtors and Escrow Account.
  Government Accounts.
  Business Names.
  NEGATIVE COVENANTS OF LOAN PARTIES
  Transfer of Collateral.
  Sale of Accounts.
  5




---



##### 



EVENTS OF DEFAULT
  Default under Credit Agreement.
  Default under this Agreement
  Breach of Representations and Warranties.
  Execution; Attachment.
  RIGHTS AND REMEDIES UPON DEFAULT
 Demand; Acceleration.
  Specific Rights With Regard to Collateral.
   6




---



##### 



Performance by Administrative Agent.
  7




---



##### 



Uniform Commercial Code and Other Remedies.
   MISCELLANEOUS
 Notices.
  Consents and Approvals.
  8




---



##### 



Remedies, etc. Cumulative.
  No Waiver of Rights by the Lenders.
  Entire Agreement.
  Survival of Agreement; Successors and Assigns.
  9




---



##### 



Expenses.
  Counterparts.
  Governing Law.
  Modifications.
  Illegality.
 ipso facto
 10




---



##### 



Gender, etc.
  Headings.
  Waiver of Trial by Jury.
  Liability of the Administrative Agent.
  11




---



##### 



LOAN PARTIES:SUNRISE SENIOR LIVING, INC.By:
    
    /s/ Richard J. Nadeau
    
    (Seal)Name: Richard J. NadeauTitle: Chief Financial OfficerSUNRISE SENIOR LIVING MANAGEMENT, INC.By:
    
    /s/ James S. Pope
    
    (Seal)Name: James S. PopeTitle: Vice PresidentSUNRISE SENIOR LIVING INVESTMENTS, INC.By:
    
    /s/ James S. Pope
    
    (Seal)Name: James S. PopeTitle: Vice PresidentSUNRISE DEVELOPMENT, INC.By:
    
    /s/ James S. Pope
    
    (Seal)Name: James S. PopeTitle: Vice PresidentSUNRISE SENIOR LIVING SERVICES, INC.By:
    
    /s/ James S. Pope
    
    (Seal)Name: James S. PopeTitle: Vice President
 
 S - 12




---



##### 



A.
    
    Places of BusinessB.
    
    Liens on Collateral
 13




---



##### 



EXHIBIT A
 PLACES OF BUSINESS
    Regional Office Addresses
Sunrise Development Inc.
 Office Name
    
    Address
    
    City
    
    State
    
    ZipNorth Territory Office (main)
    
    771 East Lancaster Ave., 2nd Floor
    
    Villanova
    
    PA
    
    
    19085North Territory Office (New England Area)
    
    225 Broadway
    
    Methuen
    
    MA
    
    
    01844North Territory Office (Midwest Area)
    
    48701 Van Dyke Avenue
    
    Shelby Township
    
    MI
    
    
    48317South Territory Office
    
    1300 Corporate Center Way, Suite 103
    
    Wellington
    
    FL
    
    
    33414NW Territory Office
    
    1340 Treat Blvd, Suite 130
    
    Walnut Creek
    
    CA
    
    
    94597SW Territory Office
    
    4041 MacArthur Blvd., Suite 575
    
    Newport Beach
    
    CA
    
    
    92660Chicago Office
    
    220 W Huron St, Suite 3000
    
    Chicago
    
    IL
    
    
    60610
 Sunrise Management Inc.
European Offices
Germany Office
 UK Office
 
 14




---



##### 



EXHIBIT B
 LIENS ON COLLATERAL
  S - 15