EX 10.72.8 Termination of Fretus Lease


    TERMINATION
      OF MASTER LEASE

    


    This
      Termination of Master Lease is made this February 28, 2007 by and among the
      twenty-four (24) Delaware limited liability companies or limited partnerships
      listed on Schedule
      A
      attached
      hereto and made a part hereof (together, “Landlords”) and Emeritus Corporation,
      a Washington corporation (and successor to Emeritus Properties-NGH, LLC, a
      Washington limited liability company and ESC-NGH, LP, a Washington limited
      partnership) (“Tenant”) with respect to that certain Master Lease Agreement by
      and among Landlord and Tenant’s predecessors dated as of October 1, 2002 (the
“Master Lease”).

    


    WHEREAS,
      Landlords own those certain real properties consisting primarily of the senior
      housing independent/assisted living facilities that were leased to Tenant under
      the Master Lease (the “Property”);

     

    WHEREAS,
      Fretus Investors LLC (“Fretus”) is the sole owner and managing member or general
      partner of the Landlords;

     

    WHEREAS,
      Tenant is the sole owner and managing member of Fretus;

     

    WHEREAS,
      Landlords wish to retain Tenant to manage and operate the Property directly
      and
      have negotiated a management agreement all wish to execute;

     

    NOW,
      THEREFORE, in consideration of the covenants contained herein, Landlords and
      Tenant hereby terminate the Master Lease as of the date hereof. In addition,
      the
      parties agree to cooperate in good faith to reconcile any outstanding balances
      due and owing under the Master Lease.

     

    EXECUTED
      as of February 28, 2007.

     

    TENANT:

     

    Emeritus
      Corporation, a Washington corporation

     

    


    


    


    By: /s/
      Eric Mendelsohn 

    Eric
      Mendelsohn

    Its: Director
      of Real Estate and Legal Affairs

    


     

    [SIGNATURES
      CONTINUED ON FOLLOWING PAGE]

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Each
      Fee
      Owner consents and agrees to the foregoing Agreement. 

     

    LANDLORDS:

     

    


    FRETUS
      Investors Birmingham LLC

    FRETUS
      Investors Chandler LLC

    FRETUS
      Investors Glendale LLC

    FRETUS
      Investors Mesa LLC

    FRETUS
      Investors Orange Park LLC

    FRETUS
      Investors Jacksonville LLC

    FRETUS
      Investors Melbourne LLC

    FRETUS
      Investors Orlando LLC

    FRETUS
      Investors Winter Springs LLC

    FRETUS
      Investors Fort Wayne LLC

    FRETUS
      Investors Indianapolis LLC

    FRETUS
      Investors Greenwood LLC

    FRETUS
      Investors Las Vegas LLC

    each
      a
      Delaware limited liability company

     

    By: FRETUS
      Investors LLC, a Washington limited liability company

    Its: Manager

    By: Emeritus
      Corporation, a Washington corporation

    Its: Administrative
      Member

    


    


    


    By: /s/
      Eric
      Mendelsohn   

    Eric
      Mendelsohn

    Its: Director
      of Real Estate and Legal Affairs

     

    


    


    


    


    


    


    


    


    [SIGNATURES
      OF BORROWERS CONTINUE ON THE FOLLOWING PAGE]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    FRETUS
      Investors Austin LP

    FRETUS
      Investors Dallas LP

    FRETUS
      Investors El Paso LP

    FRETUS
      Investors Farmers Branch LP

    FRETUS
      Investors Fort Worth LP

    FRETUS
      Investors Hollywood Park LP

    FRETUS
      Investors Houston LP

    FRETUS
      Investors Memorial Oaks Houston LP

    FRETUS
      Investors Plano LP

    FRETUS
      Investors San Antonio LP

    FRETUS
      Investors Sugar Land LP

    each
      a
      Delaware limited partnership

     

    By: FRETUS
      Investors LLC, a Washington limited liability company

    Its: General
      Partner

     

    By: Emeritus
      Corporation, a Washington corporation

    Its: Administrative
      Member

    


    


    


    By: /s/
      Eric
      Mendelsohn

    Eric
      Mendelsohn

    Its: Director
      of Real Estate and Legal Affairs


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    


    


    EXHIBIT
      “A”

     

    TENANT

     

    FRETUS
      Investors Birmingham LLC

    FRETUS
      Investors Chandler LLC

    FRETUS
      Investors Glendale LLC

    FRETUS
      Investors Mesa LLC

    FRETUS
      Investors Orange Park LLC

    FRETUS
      Investors Jacksonville LLC

    FRETUS
      Investors Melbourne LLC

    FRETUS
      Investors Orlando LLC

    FRETUS
      Investors Winter Springs LLC

    FRETUS
      Investors Fort Wayne LLC

    FRETUS
      Investors Indianapolis LLC

    FRETUS
      Investors Greenwood LLC

    FRETUS
      Investors Las Vegas LLC

    each
      a
      Delaware limited liability company

    


     

    FRETUS
      Investors Austin LP

    FRETUS
      Investors Dallas LP

    FRETUS
      Investors El Paso LP

    FRETUS
      Investors Farmers Branch LP

    FRETUS
      Investors Fort Worth LP

    FRETUS
      Investors Hollywood Park LP

    FRETUS
      Investors Houston LP

    FRETUS
      Investors Memorial Oaks Houston LP

    FRETUS
      Investors Plano LP

    FRETUS
      Investors San Antonio LP

    FRETUS
      Investors Sugar Land LP

    each
      a
      Delaware limited partnership