FIRST AMENDMENT TO MASTER CREDIT FACILITY AGREEMENT

FIRST AMENDMENT

TO MASTER CREDIT FACILITY AGREEMENT

THIS FIRST AMENDMENT TO MASTER CREDIT FACILITY AGREEMENT (this “Amendment”) is effective as of the 9th day of December, 2011, by and among (i) (a) PHNTUS ARBOR GARDENS INC., a California corporation, (b) PHNTUS AUSTIN GARDENS INC., a California corporation, (c) PHNTUS XXXXXXX XXXXXXX LLC, a Delaware limited liability company, (d) PHNTUS CANTERBURY XXXXX LLC, a Delaware limited liability company, (e) PHNTUS CHARLESTON GARDENS LLC, a Delaware limited liability company, (f) PHNTUS CREEKSIDE LLC, a Delaware limited liability company, (g) PHNTUS DESERT SPRINGS LLC, a Delaware limited liability company, (h) PHNTUS HERITAGE HILLS LLC, a Delaware limited liability company, (i) PHNTUS KP SHREVEPORT LLC, a Delaware limited liability company, (j) PHNTUS LAKES LLC, a Delaware limited liability company, (k) PHNTUS LO CAPE MAY LLC, a Delaware limited liability company, (l) PHNTUS LO FOLSOM INC., a California corporation, (m) PHNTUS LO JOLIET LLC, a Delaware limited liability company, (n) PHNTUS LO ROCKFORD LLC, a Delaware limited liability company, (o) PHNTUS OAK HOLLOW LLC, a Delaware limited liability company, (p) PHNTUS PINEHURST LLC, a Delaware limited liability company, (q) PHNTUS PINE MEADOW LLC, a Delaware limited liability company, (r) PHNTUS PINES AT GOLDSBORO LLC, a Delaware limited liability company, (s) PHNTUS QUAIL RIDGE LLC, a Delaware limited liability company, (t) PHNTUS RICHLAND GARDENS LLC, a Delaware limited liability company, (u) PHNTUS SILVERLEAF MANOR LLC, a Delaware limited liability company, and (v) PHNTUS STONEBRIDGE LLC, a Delaware limited liability company (individually and collectively, “Borrower”), (ii) EMERITUS CORPORATION, a Washington corporation (“Guarantor”; together with Borrower, “Borrower Parties”), (iii) BERKADIA COMMERCIAL MORTGAGE LLC, a Delaware limited liability company (“Lender”), and (iv) XXXXXX XXX, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States (“Xxxxxx Mae”).

RECITALS

A. Borrower Parties entered into that certain Master Credit Facility Agreement, dated as of April 1, 2008 (as amended, restated, modified, or supplemented from time to time, the “Master Agreement”) by and among (i) Borrower Parties and (ii) CAPMARK FINANCE INC., a California corporation (“Original Lender”).

B. All of Original Lender’s right, title and interest in the Master Agreement and the Loan Documents executed in connection with the Master Agreement or the transactions contemplated by the Master Agreement have been assigned to Xxxxxx Xxx pursuant to that certain Assignment of Master Credit Facility Agreement and other Loan Documents, dated as of even date with the Master Agreement (the “Assignment”).  Lender has acquired certain loan origination and servicing assets of Capmark Financial Group Inc., including, without limitation, the Loan Documents executed in connection with the Master Agreement.  Xxxxxx Mae has not assumed (i) any of the obligations of Lender under the Master Agreement to make Future

EMERITUS/Berkadia (Release of Desert Springs)

First Amendment to Master Credit Facility Agreement

DC2/1208478v2                                                                    

1

Advances or (ii) any of the obligations of Lender which are servicing obligations delegated to Lender as servicer of the Advances.  Xxxxxx Xxx has designated Lender as the servicer of the Advances contemplated by the Master Agreement.

C. The parties are executing this Amendment pursuant to the Master Agreement to reflect the release of the Mortgaged Property commonly known as Emeritus at Desert Springs located in El Paso County, Texas (the “Release Property”) from the Collateral Pool.

NOW, THEREFORE, the parties hereto, in consideration of the mutual promises and agreements contained in this Amendment and the Master Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows:

Section 1. Recitals.  The recitals set forth above are incorporated herein by reference as if fully set forth in the body of this Amendment.

Section 2. Release of Mortgaged Property.  The Release Property is hereby released from the Collateral Pool under the Master Agreement.  Except as otherwise set forth in Section 18 of the Security Instrument, PHNTUS DESERT SPRINGS LLC, a Delaware limited liability company, is hereby released as a Borrower from the Master Agreement and the Loan Documents.

Section 3. Exhibit A.  Exhibit A to the Master Agreement is hereby deleted in its entirety and replaced with the Exhibit A attached to this Amendment.

Section 4. Capitalized Terms.  All capitalized terms used in this Amendment which are not specifically defined herein shall have the respective meanings set forth in the Master Agreement.

Section 5. Full Force and Effect.  Except as expressly modified by this Amendment, all terms and conditions of the Master Agreement shall continue in full force and effect.

Section 6. Counterparts.  This Amendment may be executed in counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.

Section 7. Applicable Law.  The provisions of Section 13.06 of the Master Agreement (entitled “Choice of Law; Consent to Jurisdiction; Waiver of Jury Trial”) are hereby incorporated into this Amendment by this reference to the fullest extent as if the text of such provisions were set forth in their entirety herein.

[The rest of this page has been intentionally left blank.]

EMERITUS/Berkadia (Release of Desert Springs)

First Amendment to Master Credit Facility Agreement

DC2/1208478v2

2

IN WITNESS WHEREOF, the parties hereto have signed and delivered this Amendment under seal (where applicable) or have caused this Amendment to be signed and delivered under seal (where applicable), each by its duly authorized representative.  Where applicable law so provides, the parties hereto intend that this Amendment shall be deemed to be signed and delivered as a sealed instrument.

BORROWER:

PHNTUS ARBOR GARDENS INC., a California corporation

By: Emeritus Corporation, a Washington corporation, its sole shareholder

By:           /s/  Xxxx Xxxxxxxxxx

 Xxxx Xxxxxxxxxx

 Senior Vice President Corporate Development

PHNTUS AUSTIN GARDENS INC, a California corporation

By: Emeritus Corporation, a Washington corporation, its sole shareholder

By:           /s/  Xxxx Xxxxxxxxxx

 Xxxx Xxxxxxxxxx

 Senior Vice President Corporate Development

PHNTUS XXXXXXX XXXXXXX LLC, a Delaware limited liability company

By: Emeritus Corporation, a Washington corporation, its sole member

By:           /s/  Xxxx Xxxxxxxxxx

 Xxxx Xxxxxxxxxx

 Senior Vice President Corporate Development

(Signatures continue on next page)

EMERITUS/Berkadia (Release of Desert Springs)

First Amendment to Master Credit Facility Agreement

DC2/1208478v2          

S-1

PHNTUS CANTERBURY XXXXX LLC, a Delaware limited liability company

By: Emeritus Corporation, a Washington corporation, its sole member

By:           /s/  Xxxx Xxxxxxxxxx                                                       (SEAL)

 Xxxx Xxxxxxxxxx

 Senior Vice President Corporate Development

PHNTUS CHARLESTON GARDENS LLC, a Delaware limited liability company

By: Emeritus Corporation, a Washington corporation, its sole member

By:           /s/  Xxxx Xxxxxxxxxx

 Xxxx Xxxxxxxxxx

 Senior Vice President Corporate Development

PHNTUS CREEKSIDE LLC, a Delaware limited liability company

By: Emeritus Corporation, a Washington corporation, its sole member

By:           /s/  Xxxx Xxxxxxxxxx

 Xxxx Xxxxxxxxxx

 Senior Vice President Corporate Development

(Signatures continue on next page)

EMERITUS/Berkadia (Release of Desert Springs)

First Amendment to Master Credit Facility Agreement

DC2/1208478v2

S-2

PHNTUS DESERT SPRINGS LLC, a Delaware limited liability company

By: Emeritus Corporation, a Washington corporation, its sole member

By:           /s/  Xxxx Xxxxxxxxxx

 Xxxx Xxxxxxxxxx

 Senior Vice President Corporate Development

PHNTUS HERITAGE HILLS LLC, a Delaware limited liability company

By: Emeritus Corporation, a Washington corporation, its sole member

By:           /s/  Xxxx Xxxxxxxxxx                                                       (SEAL)

 Xxxx Xxxxxxxxxx

 Senior Vice President Corporate Development

PHNTUS KP SHREVEPORT LLC, a Delaware limited liability company

By: Emeritus Corporation, a Washington corporation, its sole member

By:           /s/  Xxxx Xxxxxxxxxx

 Xxxx Xxxxxxxxxx

 Senior Vice President Corporate Development

(Signatures continue on next page)

EMERITUS/Berkadia (Release of Desert Springs)

First Amendment to Master Credit Facility Agreement

DC2/1208478v2

S-3

PHNTUS LAKES LLC, a Delaware limited liability company

By: Emeritus Corporation, a Washington corporation, its sole member

By:           /s/  Xxxx Xxxxxxxxxx

 Xxxx Xxxxxxxxxx

 Senior Vice President Corporate Development

PHNTUS LO CAPE MAY LLC, a Delaware limited liability company

By: Emeritus Corporation, a Washington corporation, its sole member

By:           /s/  Xxxx Xxxxxxxxxx

 Xxxx Xxxxxxxxxx

 Senior Vice President Corporate Development

PHNTUS LO FOLSOM INC, a California corporation

By: Emeritus Corporation, a Washington corporation, its sole shareholder

By:           /s/  Xxxx Xxxxxxxxxx

 Xxxx Xxxxxxxxxx

 Senior Vice President Corporate Development

(Signatures continue on next page)

EMERITUS/Berkadia (Release of Desert Springs)

First Amendment to Master Credit Facility Agreement

DC2/1208478v2

S-4

PHNTUS LO JOLIET LLC, a Delaware limited liability company

By: Emeritus Corporation, a Washington corporation, its sole member

By:           /s/  Xxxx Xxxxxxxxxx

 Xxxx Xxxxxxxxxx

 Senior Vice President Corporate Development

PHNTUS LO ROCKFORD LLC, a Delaware limited liability company

By: Emeritus Corporation, a Washington corporation, its sole member

By:           /s/  Xxxx Xxxxxxxxxx

 Xxxx Xxxxxxxxxx

 Senior Vice President Corporate Development

PHNTUS OAK HOLLOW LLC, a Delaware limited liability company

By: Emeritus Corporation, a Washington corporation, its sole member

By:           /s/  Xxxx Xxxxxxxxxx

 Xxxx Xxxxxxxxxx

 Senior Vice President Corporate Development

(Signatures continue on next page)

EMERITUS/Berkadia (Release of Desert Springs)

First Amendment to Master Credit Facility Agreement

DC2/1208478v2

-

S-5

PHNTUS PINEHURST LLC, a Delaware limited liability company

By: Emeritus Corporation, a Washington corporation, its sole member

By:           /s/  Xxxx Xxxxxxxxxx

 Xxxx Xxxxxxxxxx

 Senior Vice President Corporate Development

PHNTUS PINE MEADOW LLC, a Delaware limited liability company

By: Emeritus Corporation, a Washington corporation, its sole member

By:           /s/  Xxxx Xxxxxxxxxx

 Xxxx Xxxxxxxxxx

 Senior Vice President Corporate Development

PHNTUS PINES AT GOLDSBORO LLC, a Delaware limited liability company

By: Emeritus Corporation, a Washington corporation, its sole member

By:           /s/  Xxxx Xxxxxxxxxx                                                       (SEAL)

 Xxxx Xxxxxxxxxx

 Senior Vice President Corporate Development

(Signatures continue on next page)

EMERITUS/Berkadia (Release of Desert Springs)

First Amendment to Master Credit Facility Agreement

DC2/1208478v2

S-6

PHNTUS QUAIL RIDGE LLC, a Delaware limited liability company

By: Emeritus Corporation, a Washington corporation, its sole member

By:           /s/  Xxxx Xxxxxxxxxx

 Xxxx Xxxxxxxxxx

 Senior Vice President Corporate Development

PHNTUS RICHLAND GARDENS LLC, a Delaware limited liability company

By: Emeritus Corporation, a Washington corporation, its sole member

By:           /s/  Xxxx Xxxxxxxxxx

 Xxxx Xxxxxxxxxx

 Senior Vice President Corporate Development

PHNTUS SILVERLEAF MANOR LLC, a Delaware limited liability company

By: Emeritus Corporation, a Washington corporation, its sole member

By:           /s/  Xxxx Xxxxxxxxxx

 Xxxx Xxxxxxxxxx

 Senior Vice President Corporate Development

(Signatures continue on next page)

EMERITUS/Berkadia (Release of Desert Springs)

First Amendment to Master Credit Facility Agreement

DC2/1208478v2

S-7

PHNTUS STONEBRIDGE LLC, a Delaware limited liability company

By: Emeritus Corporation, a Washington corporation, its sole member

By:           /s/  Xxxx Xxxxxxxxxx

 Xxxx Xxxxxxxxxx

 Senior Vice President Corporate Development

(Signatures continue on next page)

EMERITUS/Berkadia (Release of Desert Springs)

First Amendment to Master Credit Facility Agreement

DC2/1208478v2

S-8

GUARANTOR

EMERITUS CORPORATION, a Washington corporation

By:           /s/  Xxxx Xxxxxxxxxx

 Xxxx Xxxxxxxxxx

 Senior Vice President Corporate Development

(Signatures continue on next page)

EMERITUS/Berkadia (Release of Desert Springs)

First Amendment to Master Credit Facility Agreement

DC2/1208478v2

S-9

LENDER:

BERKADIA COMMERCIAL MORTGAGE LLC, a Delaware limited liability company

By:           /s/  Xxxxx Xxxxxxxx                                                                

Name:     Xxxxx Xxxxxxxx

Title:       Authorized Representative

(Signatures continue on next page)

EMERITUS/Berkadia (Release of Desert Springs)

First Amendment to Master Credit Facility Agreement

DC2/1208478v2

S-10

XXXXXX MAE:

XXXXXX XXX, the corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States

By:           /s/  Xxxxxxx X. Xxxx

Name:      Xxxxxxx X. Xxxx

Title:        Asst. Vice President

EMERITUS/Berkadia (Release of Desert Springs)

First Amendment to Master Credit Facility Agreement

DC2/1208478v2

S-11

EXHIBIT A

SCHEDULE OF MORTGAGED PROPERTIES

AND INITIAL VALUATIONS

Borrower	Property Name & Address	Initial Valuation
PHNTUS ARBOR GARDENS INC., a California corporation	Arbor Gardens at Corona 0000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx  00000 (Riverside County)	$4,465,000
PHNTUS AUSTIN GARDENS INC, a California corporation	Austin Gardens 0000 X. Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxxx  00000 (San Xxxxxxx County)	$5,840,000
PHNTUS XXXXXXX XXXXXXX LLC, a Delaware limited liability company	Xxxxxxx Xxxxxxx 0000 Xxxxxxx Xxxx Xxxxxx, Xxxxx  00000 (Xxxxxx County)	$16,400,000
PHNTUS CANTERBURY XXXXX LLC, a Delaware limited liability company	Canterbury Xxxxx 000 Xxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx  00000 (Bristol County)	$29,610,000
PHNTUS CHARLESTON GARDENS LLC, a Delaware limited liability company	Charleston Gardens 000 Xxxxxxxxxxx Xxxxx Xxxxxxxxxx, Xxxx Xxxxxxxx  00000 (Kanawha County)	$22,970,000
PHNTUS CREEKSIDE LLC, a Delaware limited liability company	Creekside 0000 Xxxx Xxxxxx Xxxxx Xxxxxxx Xxxxx, Xxxxx  00000 (Collin County)	$9,000,000
PHNTUS HERITAGE HILLS LLC, a Delaware limited liability company	Heritage Hills 0000 Xxxxx Xxxx Xxxxxxxx, Xxxxxxx  00000 (Muscogee County)	$7,800,000
PHNTUS KP SHREVEPORT LLC, a Delaware limited liability company	Xxxxxxxx Place Shreveport 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxxx  00000 (Caddo Parish)	$8,700,000
PHNTUS LAKES LLC, a Delaware limited liability company	The Lakes 0000 Xxxx Xxxxxx Xxxxx Xxxx Xxxxxx, Xxxxxxx  00000 (Xxx County)	$45,400,000
PHNTUS LO CAPE MAY LLC, a Delaware limited liability company	Loyalton of Cape May 000 Xxxxx 0 Xxxxx Xxxx Xxx, Xxx Xxxxxx  00000 (Cape May County)	$14,126,000
PHNTUS LO FOLSOM INC, a California corporation	Loyalton of Folsom 000 Xxxxxxxxxx Xxx Xxxxxx, Xxxxxxxxxx  00000 (Sacramento County)	$28,720,000
PHNTUS LO JOLIET LLC, a Delaware limited liability company	Loyalton of Joliet 0000 Xxxxxxxxx Xxxxx Xxxxxx, Xxxxxxxx  00000 (Will County)	$12,470,000

EMERITUS/Berkadia (Release of Desert Springs)

First Amendment to Master Credit Facility Agreement

DC2/1208478v2                                                                 

A-1

PHNTUS LO ROCKFORD LLC, a Delaware limited liability company	Loyalton of Rockford 0000 Xxxxxx Xxxx Xxxxxxxx, Xxxxxxxx  00000 (Winnebago County)	$20,340,000
PHNTUS OAK HOLLOW LLC, a Delaware limited liability company	Oak Hollow 0000 X Xxx Xxxxxx Xxxxxxx Xxxxxxx, Xxxxx  00000 (Tarrant County)	$10,400,000
PHNTUS PINEHURST LLC, a Delaware limited liability company	Pinehurst 0000 Xxxxxxxxxx Xxxxx Xxxxx, Xxxxx  00000 (Xxxxx County)	$8,640,000
PHNTUS PINE MEADOW LLC, a Delaware limited liability company	Pine Xxxxxxx 000 Xxx Xxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxxxx  00000 (Xxxxxxx County)	$5,275,000
PHNTUS PINES AT GOLDSBORO LLC, a Delaware limited liability company	Pines at Goldsboro 000 Xxxxxxx Xxx Xxxx Xxxxxxxxx, Xxxxx Xxxxxxxx  00000 (Xxxxx County)	$18,010,000
PHNTUS QUAIL RIDGE LLC, a Delaware limited liability company	Quail Ridge 0000 Xxxxx Xxxxxx Xxxxxxx, Xxxxx  00000 (Lubbock County)	$11,100,000
PHNTUS RICHLAND GARDENS LLC, a Delaware limited liability company	Richland Gardens 000 X. Xxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxx  00000 (Xxxxxx County)	$16,800,000
PHNTUS SILVERLEAF MANOR LLC, a Delaware limited liability company	Silverleaf Manor 0000 00xx Xxxxxx Xxxxxxxx, Xxxxxxxxxxx  00000 (Lauderdale County)	$9,670,000
PHNTUS STONEBRIDGE LLC, a Delaware limited liability company	Stonebridge 0000 Xxxxx Xxxx Xxxxx Xxxxxx, Xxxxx  00000 (Dallas County)	$9,200,000

EMERITUS/Berkadia (Release of Desert Springs)

First Amendment to Master Credit Facility Agreement

DC2/1208478v2                                                                 

A-2