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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 Mendelsoh
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