Exhibit 4.1.2


 


SUPPLEMENTAL INDENTURE


 


SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated
as of December 21, 2005, by and among Ventas Finance I, Inc., a
Delaware corporation, Ventas Finance I, LLC, a Delaware limited liability
company, Ventas Specialty I, Inc., a Delaware corporation, and Ventas
Specialty I, LLC, a Delaware limited liability company (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), Ventas Realty, Limited
Partnership, a Delaware limited partnership, and Ventas Capital Corporation, a
Delaware corporation (collectively, the “Issuers”), the
other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank
National Association, as trustee under the Indenture referred to herein (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the
Issuers have heretofore executed and delivered to the Trustee an Indenture
dated as of December 9, 2005 (the “Indenture”),
providing for the issuance of 61⁄2% Senior Notes due 2016 (the “Notes”);


 


WHEREAS, the
Indenture provides that under certain circumstances each Guaranteeing
Subsidiary shall execute and deliver to the Trustee a supplemental indenture
pursuant to which such Guaranteeing Subsidiary shall unconditionally guarantee
all of the Issuers’ Obligations (as defined in the Indenture) under the Notes
and the Indenture on the terms and conditions set forth herein (a “Note Guarantee”); and


 


 WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture.


 


 NOW
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, each Guaranteeing
Subsidiary and the Trustee mutually covenant and agree for the equal and
ratable benefit of the Holders of the Notes as follows:


 


1.             CAPITALIZED TERMS.  Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.


 


2.             AGREEMENT TO GUARANTEE.  Each Guaranteeing Subsidiary hereby agrees as
follows:


 


(a)           Subject
to Article 10 of the Indenture, such Guaranteeing Subsidiary
hereby, jointly and severally with all other Guarantors, unconditionally
guarantees to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns, irrespective of the validity
and enforceability of the Indenture, the Notes or the obligations of the
Issuers thereunder, that:


 


(i)               the
principal of, and premium and Additional Interest, if any, and interest on the
Notes will be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of
and interest on the Notes, if any, if lawful, and all other obligations of the
Issuers to


 





















 


the Holders or the Trustee hereunder
or thereunder will be promptly paid in full or performed, all in accordance
with the terms hereof and thereof; and


 


(ii)              in
case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise.


 


Failing payment when due of any amount so
guaranteed or any performance so guaranteed for whatever reason, the Guarantors
shall be jointly and severally obligated to pay the same immediately.


 


(b)          The
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or the Indenture, the absence of any action
to enforce the same, any waiver or consent by any Holder of the Notes with
respect to any provisions hereof or thereof, the recovery of any judgment
against the Issuers, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
Guarantor, other than payment in full of all obligations under the Notes.


 


(c)           The
following is hereby waived: diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of the Issuers,
any right to require a proceeding first against the Issuers, protest, notice
and all demands whatsoever.


 


(d)          This
Note Guarantee shall not be discharged except by complete performance of the
obligations contained in the Notes and the Indenture, and such Guaranteeing
Subsidiary hereby accepts all obligations of a Guarantor under the Indenture.


 


(e)           If
any Holder or the Trustee is required by any court or otherwise to return to
the Issuers, the Guarantors or any custodian, trustee, liquidator or other
similar official acting in relation to either the Issuers or the Guarantors,
any amount paid by either to the Trustee or such Holder, this Note Guarantee,
to the extent theretofore discharged, shall be reinstated in full force and
effect.


 


(f)           Such
Guaranteeing Subsidiary shall not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until
payment in full of all obligations guaranteed hereby.


 


(g)          As
between the Guarantors, on the one hand, and the Holders and the Trustee, on
the other hand, (1) the maturity of the obligations guaranteed hereby may
be accelerated as provided in Article 6 of the Indenture for the
purposes of this Note Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (2) in the event of any declaration of acceleration
of such obligations as provided in Article 6 of the Indenture,


 


2





















 


such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Note Guarantee.


 


(h)          The
Guarantors shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Note Guarantees.


 


(i)            In
accordance with Section 10.02 of the Indenture, after giving effect
to any maximum amount and all other contingent and fixed liabilities that are
relevant under any applicable Bankruptcy Law or fraudulent conveyance law, and
after giving effect to any collections from, rights to receive contribution
from or payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under Article 10 of the
Indenture, this Note Guarantee shall be limited to the maximum amount
permissible such that the obligations of such Guaranteeing Subsidiary under
this Note Guarantee will not constitute a fraudulent transfer or conveyance.


 


3.             EXECUTION AND DELIVERY.  Each Guaranteeing Subsidiary agrees that this
Note Guarantee shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.


 


4.                                           GUARANTEEING
SUBSIDIARIES MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.


 


(a)           No
Guaranteeing Subsidiary may sell or otherwise dispose of all or substantially
all of its assets to, or consolidate with or merge with or into (whether or not
such Guaranteeing Subsidiary is the surviving Person) another Person, other
than the Issuers or another Guarantor unless:


 


(i)           immediately
after giving effect to that transaction, no Default or Event of Default exists;
and


 


(ii)          subject
to Section 10.05 of the Indenture, the Person acquiring the
property in any such sale or disposition or the Person formed by or surviving
any such consolidation or merger assumes all of the obligations of that
Guaranteeing Subsidiary under the Indenture, this Note Guarantee and the
Registration Rights Agreement pursuant to a supplemental indenture in form and
substance reasonably satisfactory to the Trustee.


 


(b)          In
case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of this Note
Guarantee endorsed upon the Notes and the due and punctual performance of all
of the covenants and conditions of the Indenture to be performed by the
Guaranteeing Subsidiary, such successor Person shall succeed to and be
substituted for the Guaranteeing Subsidiary with the same effect as if it had
been named herein as a Guaranteeing Subsidiary. 
Such successor Person thereupon may cause to be signed any or all of the
Note Guarantees to be endorsed upon all of the Notes issuable under the
Indenture which theretofore shall


 


3





















 


not have been signed by the
Issuers and delivered to the Trustee. 
All the Note Guarantees so issued shall in all respects have the same
legal rank and benefit under the Indenture as the Note Guarantees theretofore
and thereafter issued in accordance with the terms of the Indenture as though
all of such Note Guarantees had been issued at the date of the execution
hereof.


 


(c)           Except
as set forth in Articles 4 and 5 and Section 10.04 of
the Indenture, and notwithstanding clauses (a) and (b) above, nothing
contained in the Indenture or in any of the Notes shall prevent any
consolidation or merger of a Guaranteeing Subsidiary with or into the Issuers
or another Guarantor, or shall prevent any sale or conveyance of the property
of a Guaranteeing Subsidiary as an entirety or substantially as an entirety to
the Issuers or another Guarantor.


 


5.             RELEASES.


 


(a)           The
Note Guarantee of a Guaranteeing Subsidiary shall be released, and any Person
acquiring assets (including by way of merger or consolidation) or Capital Stock
of a Guaranteeing Subsidiary under those circumstances specified in the
Indenture shall not be required to assume the obligations of such Guaranteeing
Subsidiary, in each case in accordance with the provisions of Section 10.05
of the Indenture.  The Note Guarantee of
a Guaranteeing Subsidiary shall also be released in accordance with the
provisions of Section 10.06 of the Indenture.  Upon delivery by the Issuers to the Trustee
of an Officers’ Certificate and an Opinion of Counsel stating that the
provisions of Section 10.05 or 10.06, as applicable, of the
Indenture have been complied with, the Trustee shall execute any documents
reasonably required in order to evidence the release of a Guaranteeing
Subsidiary from its obligations under this Note Guarantee.


 


(b)          Any
Guaranteeing Subsidiary not released from its obligations under this Note
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under the Indenture
as provided in Article 10 of the Indenture.


 


6.             NO RECOURSE AGAINST OTHERS.  No past, present or future director, officer,
employee, incorporator, stockholder or agent of any Guaranteeing Subsidiary, as
such, shall have any liability for any obligations of the Issuers or any
Guaranteeing Subsidiary under the Notes, this Note Guarantee, the Indenture or
this Supplemental Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. 
Each Holder of the Notes by accepting a Note waives and releases all
such liability.  The waiver and release
are part of the consideration for issuance of the Notes.  Such waiver may not be effective to waive
liabilities under the federal securities laws and it is the view of the
Commission that such a waiver is against public policy.


 


7.             NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND NOTE
GUARANTEE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.


 


4





















 


8.             COUNTERPARTS.  The parties may sign any number of copies of
this Supplemental Indenture.  Each signed
copy shall be an original, but all of them together represent the same agreement.


 


9.             EFFECT OF HEADINGS.  The Section headings herein are for
convenience only and shall not affect the construction hereof.


 


10.           THE TRUSTEE.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiaries and the
Issuers.


 


5





















 


IN WITNESS
WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.


 


	
   

  	
  GUARANTEEING
  SUBSIDIARIES:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Ventas
  Finance I, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
  Title: 

  	
  Executive
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Ventas
  Finance I, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
  Title: 

  	
  Executive
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Ventas
  Specialty I, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
  Name: 

  	
  T. Richard Riney

  
	
   

  	
   

  	
  Title: 

  	
  Executive
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Ventas
  Specialty I, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
  Title: 

  	
  Executive
  Vice President and Secretary

  
					



 


6





















 


	
   

  	
  ISSUERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Ventas Realty, Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Ventas, Inc., its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Ventas Capital
  Corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXISTING
  GUARANTORS:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Ventas, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Ventas LP
  Realty, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Ventas, Inc.,
  its Sole Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  



 


7





















 


	
   

  	
  Ventas
  Healthcare Properties, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Ventas TRS,
  LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Ventas
  Framingham, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Ventas
  Management, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ElderTrust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Secretary

  



 


8





















 


	
   

  	
  ElderTrust
  Operating Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ElderTrust,
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ET Capital
  Corp.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ET
  Sub-Berkshire Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ET Berkshire,
  LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  ElderTrust
  Operating Limited Partnership, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  ElderTrust,
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ET
  Berkshire, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ElderTrust
  Operating Limited Partnership, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  ElderTrust,
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Secretary

  



 


9





















 


	
   

  	
  Cabot ALF,
  L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ElderTrust
  Operating Limited Partnership, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  ElderTrust,
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Cleveland
  ALF, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ElderTrust
  Operating Limited Partnership, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  ElderTrust,
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ET
  Sub-Heritage Woods, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ElderTrust
  Operating Limited Partnership, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  ElderTrust,
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ET
  Sub-Highgate, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ET GENPAR,
  L.L.C., its General Partner

  
	
   

  	
   

  	
  By:

  	
  ElderTrust
  Operating Limited Partnership, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  ElderTrust,
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Secretary

  



 


10





















 


	
   

  	
  ET GENPAR, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ElderTrust
  Operating Limited Partnership, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  ElderTrust,
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ET Sub-Lacey
  I, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ElderTrust
  Operating Limited Partnership, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  ElderTrust,
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ET
  Sub-Lehigh Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ET Lehigh,
  LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  ElderTrust
  Operating Limited Partnership, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  ElderTrust,
  its General Partner ET Lehigh, LLC, its General

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ET Lehigh,
  LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ElderTrust
  Operating Limited Partnership, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  ElderTrust,
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Secretary

  



 


11





















 


	
   

  	
  ET Sub-Lopatcong, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ET
  Sub-Pennsburg Manor Limited Partnership, L.L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ET Pennsburg
  Finance, L.L.C., its

  
	
   

  	
   

  	
   

  	
  General
  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ET Pennsburg
  Finance, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ET
  Sub-Phillipsburg I, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ElderTrust
  Operating Limited Partnership, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  ElderTrust,
  its General Partner ElderTrust Operating Limited

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ET
  Sub-Pleasant View, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Secretary

  



 


12





















 


	
   

  	
  ET
  Sub-Rittenhouse Limited Partnership, L.L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ET GENPAR,
  L.L.C., its General Partner

  
	
   

  	
   

  	
  By:

  	
  ElderTrust
  Operating Limited Partnership, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  ElderTrust,
  its General Partner ET GENPAR, L.L.C., its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ET
  Sub-Riverview Ridge Limited Partnership, L.L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ET GENPAR,
  L.L.C., its General Partner

  
	
   

  	
   

  	
  By:

  	
  ElderTrust
  Operating Limited Partnership, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  ElderTrust,
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ET Sub-Sanatoga
  Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ET Sanatoga,
  LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  ElderTrust
  Operating Limited Partnership, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  ElderTrust,
  its General Partner ET Sanatoga, LLC, its General

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Secretary

  



 


13





















 


	
   

  	
  ET Sanatoga,
  LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ElderTrust
  Operating Limited Partnership, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  ElderTrust,
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ET Sub-SMOB, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Vernon ALF,
  L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ElderTrust
  Operating Limited Partnership, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  ElderTrust,
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ET
  Sub-Willowbrook Limited Partnership, L.L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ET GENPAR,
  L.L.C., its General Partner

  
	
   

  	
   

  	
  By:

  	
  ElderTrust
  Operating Limited Partnership, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  ElderTrust,
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Secretary

  



 


14





















 


	
   

  	
  ET Sub-Wayne
  I Limited Partnership, L.L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ET Wayne
  Finance, L.L.C., its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ET Wayne Finance, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ET Wayne
  Finance, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Chairman,
  Executive Vice President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Ventas Sun
  LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Ventas Cal
  Sun LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  



 


15





















 


	
   

  	
  Ventas
  Provident, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PSLT GP, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Ventas
  Provident, LLC, its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PSLT OP,
  L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PSLT GP,
  LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  Ventas
  Provident, LLC, its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PSLT-BLC
  Properties Holdings, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PSLT OP,
  L.P., its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT GP,
  LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  Ventas
  Provident, LLC, its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
						



 


16





















 


	
   

  	
  Brookdale
  Living Communities of Arizona-EM, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PSLT-BLC
  Properties Holdings, LLC, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT OP,
  L.P., its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT GP,
  LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  Ventas
  Provident, LLC, its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Brookdale
  Living Communities of California, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PSLT-BLC
  Properties Holdings, LLC, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT OP,
  L.P., its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT GP,
  LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  Ventas
  Provident, LLC, its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Brookdale
  Living Communities of California-RC, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PSLT-BLC
  Properties Holdings, LLC, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT OP,
  L.P., its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT GP,
  LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  Ventas
  Provident, LLC, its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
						



 


17





















 


	
   

  	
  Brookdale
  Living Communities of California-San Marcos, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PSLT-BLC
  Properties Holdings, LLC, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT OP,
  L.P., its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT GP,
  LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  Ventas
  Provident, LLC, its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Brookdale
  Living Communities of Illinois-2960, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PSLT-BLC
  Properties Holdings, LLC, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT OP,
  L.P., its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT GP,
  LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  Ventas
  Provident, LLC, its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Brookdale
  Living Communities of Illinois-II, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PSLT-BLC
  Properties Holdings, LLC, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT OP,
  L.P., its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT GP,
  LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  Ventas
  Provident, LLC, its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
						



 


18





















 


	
   

  	
  BLC of
  California-San Marcos, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Brookdale
  Living Communities of California-San Marcos, LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  PSLT-BLC
  Properties Holdings, LLC, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT OP,
  L.P., its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT GP,
  LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  Ventas
  Provident, LLC, its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Brookdale
  Holdings, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PSLT-BLC
  Properties Holdings, LLC, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT OP,
  L.P., its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT GP,
  LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  Ventas
  Provident, LLC, its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Brookdale
  Living Communities of Indiana-OL, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PSLT-BLC
  Properties Holdings, LLC, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT OP,
  L.P., its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT GP,
  LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  Ventas
  Provident, LLC, its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
						



 


19





















 


	
   

  	
  Brookdale
  Living Communities of Massachusetts-RB, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PSLT-BLC
  Properties Holdings, LLC, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT OP,
  L.P., its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT GP,
  LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  Ventas
  Provident, LLC, its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Brookdale
  Living Communities of Minnesota, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PSLT-BLC
  Properties Holdings, LLC, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT OP,
  L.P., its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT GP,
  LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  Ventas
  Provident, LLC, its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Brookdale
  Living Communities of New York-GB, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PSLT-BLC
  Properties Holdings, LLC, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT OP,
  L.P., its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT GP,
  LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  Ventas
  Provident, LLC, its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
						



 


20





















 


	
   

  	
  Brookdale
  Living Communities of Washington-PP, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PSLT-BLC
  Properties Holdings, LLC, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT OP,
  L.P., its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT GP,
  LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  Ventas
  Provident, LLC, its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The Ponds of
  Pembroke Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Brookdale
  Holdings, LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  PSLT-BLC
  Properties Holdings, LLC, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT OP,
  L.P., its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT GP,
  LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  Ventas
  Provident, LLC, its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  River Oaks
  Partners

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Brookdale
  Holdings, LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  PSLT-BLC
  Properties Holdings, LLC, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT OP,
  L.P., its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT GP,
  LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  Ventas
  Provident, LLC, its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
						



 


21





















 


	
   

  	
  PSLT-ALS
  Properties Holdings, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PSLT OP,
  L.P., its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT GP,
  LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  Ventas
  Provident, LLC, its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PSLT-ALS
  Properties I, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PSLT-ALS
  Properties Holdings, LLC, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT OP,
  L.P., its Sole Member

  
	
   

  	
   

  	
  By:

  	
  PSLT GP,
  LLC, its General Partner

  
	
   

  	
   

  	
  By:

  	
  Ventas
  Provident, LLC, its Sole Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President, General Counsel and Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ET
  Sub-Woodbridge, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ET GENPAR,
  L.L.C., its General Partner

  
	
   

  	
   

  	
  By:

  	
  ElderTrust
  Operating Limited Partnership, its Sole Member

  
	
   

  	
   

  	
  By:

  	
  ElderTrust,
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.
  Richard Riney

  
	
   

  	
   

  	
   

  	
  Name:

  	
  T. Richard
  Riney

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Secretary

  
							



 


22





















 


	
   

  	
  TRUSTEE:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  U.S. Bank
  National Association

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert
  T. Jones

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Robert T.
  Jones

  
	
   

  	
   

  	
   

  	
  Title: 

  	
  Vice
  President

  
							



 


23