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Exhibit 4.10  




Ventas, Inc., 


Ventas
Realty, Limited Partnership, 


Ventas
Capital Corporation 


and
each of the Guarantors named herein 




INDENTURE



Dated
as of            , 20            


Subordinated
Debt Securities 




U.S.
Bank National Association, 


Trustee












 
 

CROSS-REFERENCE TABLE*    
    



	Trust Indenture

Act Section
 
	 	Indenture Section

	

310(a)(1)	
 	

7.10
	      (a)(2)	 	7.10
	      (a)(3)	 	N.A.
	      (a)(4)	 	N.A.
	      (a)(5)	 	7.10
	      (b)	 	7.10
	      (c)	 	N.A.
	311(a)	 	7.11
	      (b)	 	7.11
	      (c)	 	N.A.
	312(a)	 	2.06
	      (b)	 	14.03
	      (c)	 	14.03
	313(a)	 	2.06, 7.06
	      (b)(2)	 	7.06; 7.07
	      (c)	 	4.03, 7.06; 14.02
	      (d)	 	7.06
	314(a)(4)	 	14.05
	      (c)(1)	 	N.A.
	      (c)(2)	 	N.A.
	      (c)(3)	 	N.A.
	      (e)	 	14.05
	      (f)	 	N.A.
	315(a)	 	2.03
	      (b)	 	2.03
	      (c)	 	2.03
	      (d)	 	2.03
	      (e)	 	N.A.
	316(a) (last sentence)	 	N.A.
	      (a)(1)(A)	 	N.A.
	      (a)(1)(B)	 	N.A.
	      (a)(2)	 	N.A.
	      (b)	 	N.A.
	      (c)	 	14.16
	317(a)(1)	 	N.A.
	      (a)(2)	 	N.A.
	      (b)	 	N.A.
	318(a)	 	N.A.
	      (b)	 	N.A.
	      (c)	 	14.01





        N.A.
means not applicable. 


	*
	This
Cross Reference Table is not part of this Indenture. 








  



 
 

TABLE OF CONTENTS    
    



	 
	 	 
	 	Page

	ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE	 	1
	 	Section 1.01	 	Definitions	 	1
	 	Section 1.02	 	Other Definitions	 	9
	 	Section 1.03	 	Incorporation by Reference of Trust Indenture Act	 	9
	 	Section 1.04	 	Rules of Construction	 	9
	

ARTICLE 2 THE SECURITIES	
 	

10
	 	Section 2.01	 	Form, Dating and Denominations	 	10
	 	Section 2.02	 	Amount Unlimited; Issuable in Series	 	11
	 	Section 2.03	 	Execution and Authentication	 	13
	 	Section 2.04	 	Registrar and Paying Agent	 	14
	 	Section 2.05	 	Paying Agent to Hold Money in Trust	 	14
	 	Section 2.06	 	Holder Lists	 	14
	 	Section 2.07	 	Transfer and Exchange	 	15
	 	Section 2.08	 	Replacement Securities	 	18
	 	Section 2.09	 	Outstanding Securities	 	19
	 	Section 2.10	 	Treasury Securities	 	19
	 	Section 2.11	 	Temporary Securities	 	20
	 	Section 2.12	 	Cancellation	 	20
	 	Section 2.13	 	Defaulted Interest	 	20
	

ARTICLE 3 REDEMPTION AND PREPAYMENT	
 	

21
	 	Section 3.01	 	Applicability of Article	 	21
	 	Section 3.02	 	Notices to Trustee	 	21
	 	Section 3.03	 	Selection of Securities to Be Redeemed	 	21
	 	Section 3.04	 	Notice of Redemption	 	22
	 	Section 3.05	 	Effect of Notice of Redemption	 	22
	 	Section 3.06	 	Deposit of Redemption or Purchase Price	 	23
	 	Section 3.07	 	Securities Redeemed or Purchased in Part	 	23
	 	Section 3.08	 	Conversion Arrangement on Call for Redemption	 	23
	

ARTICLE 4 COVENANTS	
 	

24
	 	Section 4.01	 	Payment of Securities	 	24
	 	Section 4.02	 	Maintenance of Office or Agency	 	24
	 	Section 4.03	 	Reports	 	25
	 	Section 4.04	 	Compliance Certificate	 	25
	 	Section 4.05	 	Additional Amounts	 	26
	 	Section 4.06	 	Corporate Existence	 	27
	

ARTICLE 5 SUCCESSORS	
 	

27
	 	Section 5.01	 	Merger, Consolidation, or Sale of Assets	 	27
	 	Section 5.02	 	Successor Corporation Substituted	 	27
	

ARTICLE 6 DEFAULTS AND REMEDIES	
 	

29
	 	Section 6.01	 	Events of Default	 	29
	 	Section 6.02	 	Acceleration	 	30
	 	Section 6.03	 	Other Remedies	 	30
	 	Section 6.04	 	Waiver of Past Defaults	 	30
	 	Section 6.05	 	Control by Majority	 	31
	 	Section 6.06	 	Limitation on Suits	 	31
	 	 	 	 	 





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	 	Section 6.07	 	Rights of Holders of Securities to Receive Payment	 	31
	 	Section 6.08	 	Collection Suit by Trustee	 	31
	 	Section 6.09	 	Trustee May File Proofs of Claim	 	32
	 	Section 6.10	 	Priorities	 	32
	 	Section 6.11	 	Undertaking for Costs	 	32
	

ARTICLE 7 TRUSTEE	
 	

33
	 	Section 7.01	 	Duties of Trustee	 	33
	 	Section 7.02	 	Rights of Trustee	 	34
	 	Section 7.03	 	Individual Rights of Trustee	 	34
	 	Section 7.04	 	Trustee's Disclaimer	 	34
	 	Section 7.05	 	Notice of Defaults	 	34
	 	Section 7.06	 	Reports by Trustee to Holders of the Securities	 	35
	 	Section 7.07	 	Compensation and Indemnity	 	35
	 	Section 7.08	 	Replacement of Trustee	 	36
	 	Section 7.09	 	Successor Trustee by Merger, etc. 	 	37
	 	Section 7.10	 	Eligibility; Disqualification	 	37
	 	Section 7.11	 	Preferential Collection of Claims Against Issuer(s)	 	38
	

ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE	
 	

39
	 	Section 8.01	 	Applicability of Article; Option to Effect Legal Defeasance or Covenant Defeasance	 	39
	 	Section 8.02	 	Legal Defeasance and Discharge	 	39
	 	Section 8.03	 	Covenant Defeasance	 	39
	 	Section 8.04	 	Conditions to Legal or Covenant Defeasance	 	40
	 	Section 8.05	 	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	 	41
	 	Section 8.06	 	Repayment to Issuer(s)	 	41
	 	Section 8.07	 	Reinstatement	 	42
	

ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER	
 	

43
	 	Section 9.01	 	Without Consent of Holders of Securities	 	43
	 	Section 9.02	 	With Consent of Holders of Securities	 	44
	 	Section 9.03	 	Compliance with Trust Indenture Act	 	45
	 	Section 9.04	 	Revocation and Effect of Consents	 	45
	 	Section 9.05	 	Notation on or Exchange of Securities	 	45
	 	Section 9.06	 	Trustee to Sign Amendments, etc. 	 	46
	

ARTICLE 10 SECURITIES GUARANTEES	
 	

46
	 	Section 10.01	 	Applicability of Article; Securities Guarantee	 	46
	 	Section 10.02	 	Limitation on Guarantor Liability	 	47
	 	Section 10.03	 	Execution and Delivery of Securities Guarantee	 	47
	 	Section 10.04	 	Guarantors May Consolidate, etc., on Certain Terms	 	48
	 	Section 10.05	 	Subordination of Securities Guarantees	 	48
	

ARTICLE 11 SATISFACTION AND DISCHARGE	
 	

49
	 	Section 11.01	 	Satisfaction and Discharge	 	49
	 	Section 11.02	 	Application of Trust Money	 	50
	

ARTICLE 12 CONVERSION OF SECURITIES	
 	

50
	 	Section 12.01	 	Applicability of Article	 	50
	 	Section 12.02	 	Right of Holders to Convert Securities into Common Stock	 	50
	 	Section 12.03	 	Issuance of Shares of Common Stock on Conversions	 	51
	 	 	 	 	 



ii







 

	 	Section 12.04	 	No Payment or Adjustment for Interest or Dividends	 	51
	 	Section 12.05	 	Adjustment of Conversion Price	 	52
	 	Section 12.06	 	No Fractional Shares to be Issued	 	55
	 	Section 12.07	 	Preservation of Conversion Rights Upon Consolidation, Merger, Sale or Conveyance	 	55
	 	Section 12.08	 	Notice to Holders of the Securities of a Series Prior to Taking Certain Types of Action	 	55
	 	Section 12.09	 	Covenants to Reserve Shares for Issuance on Conversion of Securities	 	56
	 	Section 12.10	 	Compliance with Governmental Requirements	 	56
	 	Section 12.11	 	Payment of Taxes upon Certificates for Shares Issued upon Conversion	 	56
	 	Section 12.12	 	Trustee's Duties with Respect to Conversion Provisions	 	57
	

ARTICLE 13 SUBORDINATION OF SECURITIES	
 	

57
	 	Section 13.01	 	Securities Subordinated to Senior Indebtedness	 	57
	 	Section 13.02	 	When Distribution Must Be Paid Over	 	58
	 	Section 13.03	 	Subrogation	 	59
	 	Section 13.04	 	Obligation of the Issuer(s) Unconditional	 	59
	 	Section 13.05	 	Payments on Securities Permitted	 	59
	 	Section 13.06	 	Effectuation of Subordination by Trustee	 	59
	 	Section 13.07	 	Knowledge of Trustee	 	60
	 	Section 13.08	 	Trustee May Hold Senior Indebtedness	 	60
	 	Section 13.09	 	Rights of Holders of Senior Indebtedness Not Impaired	 	60
	

ARTICLE 14 MISCELLANEOUS	
 	

61
	 	Section 14.01	 	Trust Indenture Act Controls	 	61
	 	Section 14.02	 	Notices	 	61
	 	Section 14.03	 	Communication by Holders of Securities with Other Holders of Securities	 	62
	 	Section 14.04	 	Certificate and Opinion as to Conditions Precedent	 	62
	 	Section 14.05	 	Statements Required in Certificate or Opinion	 	62
	 	Section 14.06	 	Rules by Trustee and Agents	 	62
	 	Section 14.07	 	No Personal Liability of Directors, Officers, Employees and Stockholders	 	62
	 	Section 14.08	 	Governing Law	 	63
	 	Section 14.09	 	No Adverse Interpretation of Other Agreements	 	63
	 	Section 14.10	 	Successors	 	63
	 	Section 14.11	 	Severability	 	63
	 	Section 14.12	 	Counterpart Originals	 	63
	 	Section 14.13	 	Table of Contents, Headings, etc. 	 	63
	 	Section 14.14	 	Benefits of Indenture	 	63
	 	Section 14.15	 	Legal Holidays	 	63
	 	Section 14.16	 	Acts of Holders	 	64
	

SCHEDULES
	

Schedule I	
 	

GUARANTORS	
 	

 




iii










        INDENTURE dated as of            , 20    among Ventas, Inc., a Delaware corporation, Ventas Realty, Limited
Partnership, a Delaware limited partnership (the
"Partnership"), Ventas Capital Corporation, a Delaware corporation ("Ventas Capital"), the Guarantors
(as defined) parties hereto from time to time and U.S. Bank National Association, as trustee (the "Trustee"). 



        Ventas, Inc.,
as a sole issuer, or the Partnership and Ventas Capital, as joint issuers (as applicable, the "Issuer(s)") deem it necessary to issue from time to time for their
lawful purposes subordinated debt securities (the "Securities") evidencing their unsecured and subordinated indebtedness, and have duly authorized the
execution and delivery of this Indenture to provide for the issuance from time to time of the Securities, unlimited as to principal amount, to bear interest at such rate or pursuant to such formula,
to mature at such times and to have such other provisions, including the benefit of guarantees, as shall be fixed as hereinafter provided. 



        For
and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities, as follows: 


ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE  


Section 1.01 Definitions.  


        "Additional Amounts" means, when used with respect to a Security of a series issued with the benefits provided by
Section 4.05, as specified as contemplated by Section 2.02, all additional interest then owing pursuant to said Section 4.05 and the Board Resolution or indenture supplemental
hereto under which such Security shall be issued. 


        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms "controlling,"
"controlled by" and "under common control with" have correlative
meanings. No Person (other than Ventas, Inc. or any of its Restricted Subsidiaries) in whom a special purpose entity makes an investment in connection with a Qualified CMBS Transaction will be
deemed to be an Affiliate of Ventas, Inc. or any of its Restricted Subsidiaries solely by reason of such Investment. 


        "Agent" means any Registrar, co-registrar, Paying Agent or additional paying agent. 


        "Applicable Procedures" means, with respect to any transfer or exchange of or for beneficial interests in any Global Security, the rules
and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange. 


        "Authorized Newspaper" means a newspaper, printed in the English language or in an official language of the country of publication,
customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in each place in connection with which the term is used or in the
financial community of each such place. Whenever successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different
Authorized Newspapers in the same city meeting the foregoing requirements and in each case on any Business Day. 


        "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. 


        "Board of Directors" means: 



        (1)   with
respect to a corporation, the Board of Directors of the corporation; 








 

        (2)   with
respect to a partnership, the Board of Directors of the general partner of the partnership or the board or committee of the general partner of the partnership
serving a similar function; and 


        (3)   with
respect to any other Person, the board or committee of such Person serving a similar function. 




        "Board Resolutions" means a copy of resolutions certified by the Secretary or an Assistant Secretary of Ventas, Inc., Ventas
Capital or the general partner of the Partnership, as applicable, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and
delivered to the Trustee. 


        "Business Day" means, when used with respect to any Place of Payment or any other particular location referred to in this Indenture or in
the Securities, unless otherwise specified with respect to any Securities as contemplated by Section 2.02, any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on
which banking institutions in that Place of Payment or particular location are authorized or required by law, regulation or executive order to close. 


        "Capital Stock" means, with respect to any entity, any capital stock (including preferred stock), shares, interests, participation or
other ownership interests (however designated) of such entity and any rights (other than debt securities convertible into or exchangeable for capital stock), warrants or options to purchase any
thereof; provided, however, that leases of real property that provide for contingent rent based on the
financial performance of the tenant shall not be deemed to be Capital Stock. 



        "Capitalized Lease Obligation" means, at the time any determination is to be made, the amount of the liability in respect of a capital
lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP. 


        "Clearstream" means Clearstream Banking, S.A., or its successor. 


        "Commission" means the Securities and Exchange Commission. 


        "Common Stock" means the common stock, $0.25 par value, of Ventas, Inc. 



        "Corporate Trust Office of the Trustee" will be at the address of the Trustee specified in Section 14.02 hereof or such other
address as to which the Trustee may give notice to the Issuer(s). 


        "Custodian" means the Trustee, as custodian with respect to the Securities in global form, or any successor entity thereto. 


        "Debt" of Ventas, Inc. or any of its Restricted Subsidiaries means, without duplication, any indebtedness of Ventas, Inc. or
any Restricted Subsidiary, whether or not contingent, in respect of: 



        (1)   borrowed
money or evidenced by bonds, notes, debentures or similar instruments; 


        (2)   indebtedness
for borrowed money secured by any encumbrance existing on property owned by Ventas, Inc. or its Restricted Subsidiaries, to the extent of the lesser
of (x) the amount of indebtedness so secured or (y) the Fair Market Value of the property subject to
such encumbrance; 


        (3)   the
reimbursement obligations in connection with any letters of credit actually drawn or amounts representing the balance deferred and unpaid of the purchase price of
any property or services, except any such balance that constitutes an accrued expense, trade payable, conditional sale obligations or obligations under any title retention agreement; 


        (4)   the
principal amount of all obligations of Ventas, Inc. and its Restricted Subsidiaries with respect to redemption, repayment or other repurchase of any
Disqualified Stock; 



2







 




        (5)   any
lease of property by Ventas, Inc. or any of its Restricted Subsidiaries as lessee which is reflected on Ventas, Inc.'s or such Restricted Subsidiaries'
consolidated balance sheet as a Capitalized Lease Obligation, 


to
the extent, in the case of items of indebtedness under clauses (1) through (5) above, that any such items would appear as a liability on Ventas, Inc.'s or such Restricted
Subsidiaries' consolidated balance sheet in accordance with GAAP; or 


        (6)   the
liquidation preference of any Disqualified Stock of Ventas, Inc. or of any shares of preferred stock of any of its Restricted Subsidiaries. 




        Debt
also includes, to the extent not otherwise included, any obligation by Ventas, Inc. and its Restricted Subsidiaries to be liable for, or to pay, as obligor, guarantor or
otherwise (other than for purposes of collection in the ordinary course of business), Debt of another Person (other than Ventas, Inc. or any of its Restricted Subsidiaries); it being understood
that Debt shall be deemed to be
incurred by Ventas, Inc. or any of its Restricted Subsidiaries whenever Ventas, Inc. or such Restricted Subsidiary shall create, assume, guarantee or otherwise become liable in respect
thereof; provided, however, that a Person shall not be deemed to have incurred Debt (or be liable with
respect to such Debt) by virtue of Standard Securitization Undertakings. 


        Debt
shall not include (a) Debt arising from agreements of Ventas, Inc. or any Restricted Subsidiary providing for indemnification,
adjustment or holdback of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary, other than
guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition or
(b) contingent obligations under performance bonds, performance guarantees, surety bonds, appeal bonds or similar obligations incurred in the ordinary
course of business and consistent with past practices. In the case of Debt as of any date issued with original issue discount, the amount of such Debt shall be the accreted value thereof as of such
date. 


        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. 



        "Definitive Security" means a certificated Security registered in the name of the Holder thereof and issued in accordance with
Section 2.07, substantially in the form established in one or more indentures supplemental hereto or pursuant to Board Resolutions in accordance with Section 2.02 except that such
Security shall not bear the Global Security Legend and shall not have any related schedule of exchanges of interests in the global security attached thereto. 


        "Depositary" means, with respect to the Securities issuable or issued in whole or in part in global form, the Person specified in
Section 2.04 hereof as the Depositary with respect to the Securities, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable
provision of this Indenture. 


        "Disqualified Stock", when used with respect to Securities of any series, shall have the meaning given to such term in the Board
Resolution or indenture supplemental hereto pursuant to which the Securities of that series shall be issued. 


        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security
that is convertible into, or exchangeable for, Capital Stock). 


        "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear system, or its successor. 


        "Exchange Act" means the Securities Exchange Act of 1934, as amended. 


        "Fair Market Value" means, with respect to any asset, the price (after taking into account any liabilities relating to such assets) which
could be negotiated in an arm's-length free market transaction 


3







 



between
a willing seller and a willing buyer, neither of which is under pressure or compulsion to complete the transaction. Fair Market Value shall be determined by the Board of Directors of
Ventas, Inc. in good faith. 


        "Foreign Currency" means any currency, currency unit or composite currency issued by the government of one or more countries other than
the United States of America or by any recognized confederation or association of such governments. 



        "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are in effect on the date of determination. 


        "Global Security" means a permanent global Security substantially in the form of established by one or more indentures supplemental hereto
or pursuant to Board Resolutions in accordance with Section 2.02 that bears the Global Security Legend and that has a schedule of exchanges of interests in the Global Security attached thereto,
and that is deposited with or on behalf of and registered in the name of the Depositary. 


        "Global Security Legend" means the legend set forth in Section 2.07(f), which is required to be placed on all Global Securities
issued under this Indenture. 


        "Government Obligations" means securities which are (1) direct obligations of the United
States of America or the government which issued the Foreign Currency in which the Securities of a particular series are payable, for the payment of which its full faith and credit is pledged or
(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America or such government
which issued the Foreign Currency in which the Securities of that series are payable, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of
America or such other government, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust
company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of the
Government Obligation evidenced by such depository receipt. 


        "Guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business,
direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any
Debt. 


        "Guarantors" means, when used with respect to a Security of a series issued with the benefit of Securities Guarantees as specified as
contemplated by Section 2.02, (i) each of the Persons listed on Schedule I hereto that becomes a guarantor of such Security in
compliance with the provisions of Section 10.03 of this Indenture and (ii) each Person executing a supplemental indenture after the date hereof in which such Person agrees to be bound by
the terms of this Indenture and (iii) in each case, their respective successors and assigns; provided,  however, that any Person constituting a
Guarantor as described herein shall cease to constitute a Guarantor when its Securities Guarantee is released in
accordance with the terms of this Indenture. 


        "Holder" means a Person in whose name a Security is registered. 


4







 



        "incur" means issue, create, assume, guarantee, incur or otherwise become liable for;  provided, however, that any Debt or
Capital Stock of a Person existing at the time such Person becomes a
Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be incurred by such Subsidiary at the time it becomes a Restricted Subsidiary. Neither the accrual
of interest nor the accretion of original issue discount shall be deemed to be an incurrence of Debt. The term "incurrence" when used as a noun shall have a correlative meaning. 


        "Indenture" means this Indenture, as amended or supplemented from time to time by one or more indentures supplemental hereto entered into
pursuant to the applicable provisions hereof, and shall include the terms of particular series of Securities established as contemplated by Section 2.02; provided,
however, that, if at any time more than one Person is acting as Trustee under this instrument, "Indenture" shall mean, with respect to any one or more series of Securities for
which such Person is Trustee, this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to
the applicable provisions hereof and shall include the terms of the or those particular series of Securities for which such Person is Trustee established as contemplated by Section 2.02,
exclusive, however, of any provisions or terms which relate solely to other series of Securities for which such Person is Trustee, regardless of
when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more indentures supplemental hereto executed and delivered after such Person had become
such Trustee but to which such Person, as such Trustee, was not a party. 


        "Indexed Security" means a Security the terms of which provide that the principal amount thereof payable at maturity may be more or less
than the principal face amount thereof at original issuance. 


        "Indirect Participant" means a Person who holds a beneficial interest in a Global Security through a Participant. 



        "interest" means, when used with respect to an Original Issue Discount Security which by its terms bears interest only after maturity,
interest payable after maturity, and, when used with respect to a Security which provides for the payment of Additional Amounts, includes such Additional Amounts. 


        "Interest Payment Date" has the meaning set forth in the Securities. 


        "Issuer(s)" means, when used with respect to Securities of any series, either (a)
Ventas, Inc. or (b) Ventas Realty, Limited Partnership and Ventas Capital Corporation, and in each case any and all respective successors
thereto, as applicable. 


        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of
such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option
or other agreement to sell or give a security interest in and, except in connection with any Qualified CMBS Transaction, any filing of or agreement to give any financing statement under the Uniform
Commercial Code (or equivalent statutes) of any jurisdiction. 


        "Non-Recourse Debt" means Debt: 



        (1)   as
to which neither Ventas, Inc. nor any of its Restricted Subsidiaries (a) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute Debt), other than pursuant to Standard Securitization Undertakings, (b) is
directly or indirectly liable as a guarantor or otherwise, other than pursuant to Standard Securitization Undertakings, or (c) constitutes the lender; 



        (2)   no
default with respect to which (including any rights that the holders of the Debt may have to take enforcement action against an Unrestricted Subsidiary) would permit
upon notice, lapse of time or both any holder of any other Debt (other than the Securities) of Ventas, Inc. or 



5







 




any
of its Restricted Subsidiaries to declare a default on such other Debt or cause the payment of the Debt to be accelerated or payable prior to its stated maturity; and 



        (3)   as
to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of Ventas, Inc. or any of its Restricted
Subsidiaries, other than pursuant to Standard Securitization Undertakings. 




        "Officer" means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Chief Investment Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person. 



        "Officers' Certificate" means a certificate signed on behalf of the Issuer(s) by two Officers of the Issuer(s), one of whom must be the
principal executive officer, the principal financial officer, the principal investment officer, the treasurer or the principal accounting officer of the Issuer(s) or a general partner of an Issuer,
that meets the requirements of Section 2.03, 8.04 or 14.05, as applicable. 


        "Opinion of Counsel" means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of
Section 2.03, 8.04 or 14.05, as applicable. The counsel may be an employee of or counsel to the Issuer(s), Ventas, Inc., any Subsidiary of the Issuer(s) or the Trustee. 



        "Original Issue Discount Security" means any security which provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.02. 


        "Outstanding", when used with respect to Securities of a series, shall have the meaning ascribed thereto in Section 2.09. 


        "Participant" means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear
or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream). 


        "Partnership" means Ventas Realty, Limited Partnership. 


        "Person" means any individual, corporation, partnership, joint venture, real estate investment trust, association, joint-stock company,
trust, unincorporated organization, limited liability company or government or other entity. 



        "Place of Payment" means, when used with respect to the Securities of or within any series, the place or places where the principal of
(and premium, if any) and interest on such Securities are payable as specified as contemplated by Section 2.02. 


        "Qualified CMBS Transaction" means any transaction or series of transactions entered into by Ventas, Inc. or any of its Restricted
Subsidiaries pursuant to which Ventas, Inc. or any of its Restricted Subsidiaries sells, conveys or otherwise transfers to an Unrestricted Subsidiary, or grants a security interest in, any Real
Estate Assets or mortgage receivables (whether now existing or arising in the future) of Ventas, Inc. or any of its Restricted Subsidiaries, and any assets related thereto including, without
limitation, all collateral securing such Real Estate Assets or mortgage receivables, all contracts and all guarantees or other obligations in respect of such Real Estate Assets or mortgage
receivables, proceeds of such Real Estate Assets or mortgage receivables and other assets which are customarily transferred or in respect of which security interests are customarily granted in
connection with asset securitization transactions involving Real Estate Assets or mortgage receivables. 



        "Real Estate Assets" means, as of any date, the real estate assets of such Person and its Restricted Subsidiaries on such date, on a
consolidated basis determined in accordance with GAAP. 


        "Record Date" has the meaning set forth in the Securities. 


6







 



        "Responsible Officer," when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee
(or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. 


        "Restricted Subsidiary" of a Person means any Subsidiary of the referenced Person that is not an Unrestricted Subsidiary. 



        "Securities Act" means the Securities Act of 1933, as amended. 


        "Securities Guarantee" means the Guarantee by each Guarantor of the Issuer(s)' payment obligations under this Indenture and on the
Securities, executed pursuant to the provisions of this Indenture. 


        "Security" has the meaning stated in the preamble to this Indenture and, more particularly, means any Security or Securities authenticated
and delivered under this Indenture; provided, however, that if at any time there is more than one Person acting as Trustee under this Indenture,
"Securities" with respect to this Indenture as to which such Person is Trustee shall have the meaning stated in the preamble to this Indenture and shall
more particularly mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of any series as to which such Person is not Trustee. 


        "Senior Indebtedness" means (1) the principal of and premium, if any, and unpaid interest on and additional amounts in respect of
indebtedness for money borrowed, (2) purchase money and similar obligations, (3) obligations under capital leases, (4) guarantees, assumptions or purchase commitments relating to,
or other transactions as a result of which the Issuer(s) are responsible for the payment of, such indebtedness of others, (5) renewals, extensions and refunding of any such indebtedness,
(6) interest or obligations in respect of any such indebtedness accruing after the commencement of any insolvency or bankruptcy proceedings, and (7) obligations associated with
derivative products such as interest rate and currency exchange contracts, foreign exchange contracts, commodity contracts, and similar arrangements, unless, in each case, the instrument by which the
Issuer(s) incurred, assumed or guaranteed the indebtedness or obligations described in clauses (1) through (7) hereof expressly provides that such indebtedness or obligation is
subordinate or junior in right of payment to any other indebtedness or obligations of the Issuer(s). 



        "Significant Subsidiary" means any Restricted Subsidiary that would be a "significant subsidiary" as defined in Article 1,
Rule 1-02(w) of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Indenture. 


        "Standard Securitization Undertakings" means representations, warranties, covenants and indemnities entered into by Ventas, Inc. or
any Restricted Subsidiary which are reasonably customary in Qualified CMBS Transactions by the parent or sponsoring entity. 



        "Subsidiary" means, for any Person, any corporation or other entity of which a majority of the Voting Stock is owned, directly or
indirectly, by such Person or one or more other Subsidiaries of such Person. 


        "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as
amended, as in effect on the date on which this Indenture is qualified under the TIA. 


        "Trustee" means the Person named as the "Trustee" in the preamble to this Indenture until
a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean or include each
Person who is then a Trustee hereunder; provided, however, that if at any time there is more than one
such Person, "Trustee" as used with respect to the Securities of any series shall mean only the Trustee with respect to Securities of that series. 


7







 



        "Unrestricted Subsidiary" means (i) Ventas Kansas City I, LLC, Ventas Farmington Hills,
LLC, Ventas Regency Medical Park I, LLC, ET Heritage Andover Finance, Inc., ET Sub-Cabot Park, L.L.C., ET Sub-Vernon Court, L.L.C., ET Sub-Cleveland Circle,
L.L.C., ET Sub-Heritage Andover, L.L.C., ET DCMH Finance, Inc., ET POBI Finance, Inc., ET Belvedere Finance, Inc., ET DCMH Finance, L.L.C., ET POBI Finance, L.L.C., ET
Belvedere Finance, L.L.C., ET Sub-DCMH Limited Partnership, L.L.P., ET Sub-POB I Limited Partnership, L.L.P., ET Sub-Belvedere Limited Partnership, L.L.P., Ventas
Fairwood, LLC, Ventas Whitehall Estates, LLC, Ventas Bayshore Medical,, LLC, Ventas Brighton, LLC, Ventas Amberleigh, LLC, Ventas Harrison, LLC, Ventas West Shores, LLC, Ventas Santa Barbara, LLC,
Ventas Georgetowne, LLC, Brookdale Living Communities of Illinois-HV, LLC, Brookdale Living Communities of Connecticut, LLC, BLC of Indiana-OL, L.P., Brookdale Living
Communities of Florida-CL, LLC, Brookdale Living Communities of New Jersey, LLC, Brookdale Living Communities of Connecticut-WH, LLC, Brookdale Living Communities of
Illinois-HLAL, LLC, Brookdale Living Communities of New Mexico-SF, LLC, DBF Issuer I, LLC, BLC Issuer II, LLC, Brookdale Living Communities of Illinois-Hoffman Estates, LLC,
PSLT-ALS Properties II LLC and (ii) any Subsidiary of Ventas, Inc. or any successor to any of them, other than the Partnership
and Ventas Capital Corporation, that is designated by the Board of Directors of Ventas, Inc. as an Unrestricted Subsidiary pursuant to a board resolution, but only to the extent that such
Subsidiary: 



        (1)   has
no Debt other than Non-Recourse Debt; 


        (2)   is
not party to any agreement, contract, arrangement or understanding with Ventas, Inc. or any of its Restricted Subsidiaries unless the terms of any such
agreement, contract, arrangement or understanding are no less favorable to Ventas, Inc. or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not
Affiliates of Ventas, Inc.; 


        (3)   is
a Person with respect to which neither Ventas, Inc. nor any of its Restricted Subsidiaries has any direct or indirect obligation
(a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person's financial
condition or to cause such Person to achieve any specified levels of operating results; 


        (4)   has
not guaranteed or otherwise directly or indirectly provided credit support for any Debt of Ventas, Inc. or any of its Restricted Subsidiaries, other than
pursuant to Standard Securitization Undertakings; and 


        (5)   has
at least one director on its Board of Directors that is not a director or executive officer of Ventas, Inc. or any of its Restricted Subsidiaries and has at
least one executive officer that is not a director or executive officer of Ventas, Inc. or any of its Restricted Subsidiaries. 




        Any
designation of a Subsidiary of Ventas, Inc. as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of the board resolution
giving effect to such designation and an Officers' Certificate certifying that such designation complied with the preceding conditions and was permitted by all restrictions, if any, on investments by
Ventas, Inc. set forth in each indenture supplemental hereto as specified as contemplated by Section 2.02. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Debt of such Subsidiary will be deemed to be incurred by a
Restricted Subsidiary of Ventas, Inc., as of such date and, if such Debt is not permitted to be incurred as of such date by one or more supplemental indentures hereto, Ventas, Inc. will
be in default under this Indenture. 


        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of
the Board of Directors of such Person. 


8







 



        Section 1.02    Other Definitions.    



	Term
 
	 	Defined in

Section
	 
	"Authentication Order"	 	2.03	 
	"Covenant Defeasance"	 	8.03	 
	"DTC"	 	2.04	 
	"Event of Default"	 	6.01	 
	"Legal Defeasance"	 	8.02	 
	"NASDAQ"	 	12.05(e	)
	"Paying Agent"	 	2.04	 
	"Registrar"	 	2.04	 
	"Special Securities"	 	12.05(c	)
	"Trading Day"	 	12.05(e	)






        Section 1.03    Incorporation by Reference of Trust Indenture Act.    


        Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. 


        The
following TIA terms used in this Indenture have the following meanings: 


        "indenture securities" means the Securities; 


        "indenture security holder" means a Holder of a Security; 


        "indenture to be qualified" means this Indenture; 


        "indenture trustee" or "institutional trustee" means the Trustee; and 



        "obligor" on the Securities and the Securities Guarantees means the Issuer(s) and the Guarantors, respectively, and any successor obligor
upon the Securities and the Securities Guarantees, respectively. 


        All
other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule under the TIA have the meanings so assigned
to them. 


        Section 1.04    Rules of Construction.    Unless the context otherwise requires: 



        (1)   a
term has the meaning assigned to it; 


        (2)   an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 


        (3)   "or"
is not exclusive; 


        (4)   words
in the singular include the plural, and in the plural include the singular; 


        (5)   "will"
shall be interpreted to express a command; 


        (6)   provisions
apply to successive events and transactions; and 


        (7)   references
to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or rules adopted by the Commission
from time to time. 



9








   ARTICLE 2  


 THE SECURITIES  


Section 2.01    Form, Dating and Denominations.  



        (a)    General.    The Securities of each series will be substantially in such forms as shall be established in one or
more indentures supplemental hereto or approved from time to time by or pursuant to Board Resolutions in accordance with Section 2.02, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed thereon as the Issuer(s) may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply
with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Securities may be listed, or to conform to usage. Each Security will
be dated the date of its authentication. Except as specified as contemplated by Section 2.02 in respect of Securities of any series, the Securities shall be in denominations of $1,000 and
integral multiples thereof. 


        The
terms and provisions contained in the Securities will constitute, and are hereby expressly made, a part of this Indenture and the Issuer(s), the Guarantors and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Security conflicts with the express
provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 


        (b)    Form of Trustee's Certificate of Authentication.    Subject to Section 2.03, the Trustee's certificate
of authentication shall be in substantially the following form: 



This
is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 



U.S. BANK NATIONAL ASSOCIATION,

as Trustee 



	 	 	By:	 	    

	 	 	 	 	Authorized Signatory





        (c)    Global Securities.    If Securities of or within a series are issued in global form, as specified as
contemplated by Section 2.02, then, notwithstanding the provisions of paragraph (a) of this Section 2.01 and clause (9) of Section 2.02, any such Security shall
represent such of the Outstanding Securities of that series as shall be specified therein and shall include the Global Securities Legend and a related schedule of exchanges of interests in the Global
Securities attached thereto. Securities issued in definitive form will not include such legend or schedule. Each Global Security may provide that it shall represent the Outstanding Securities as will
be specified therein and each shall provide that it represents the aggregate principal amount of Outstanding Securities from time to time endorsed thereon and that the aggregate principal amount of
Outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the
amount of any increase or decrease in the aggregate principal amount of Outstanding Securities represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in
accordance with instructions given by the Holder thereof as required by Section 2.07 hereof. 


10







 



Section 2.02    Amount Unlimited; Issuable in Series.  


        The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 


        The
Securities may be issued in one or more series. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and,
subject to Section 2.03, set forth, or determined in the manner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1), (2), (3) and (14) below), if so provided, may
be determined from time to time by the Issuer(s) with respect to unissued Securities of the series when issued from time to time): 



        (1)   the
identity of the Issuers(s) and Guarantors, if any, of the Securities of the series and the terms and conditions, if any, in addition to those provided in
Article 10 upon which such Guarantors may be released; 


        (2)   the
title of the Securities of the series (which shall distinguish the Securities of that series from all other series of Securities); 



        (3)   any
limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 2.07, 2.08, 2.11, 3.07 or 9.05); 


        (4)   the
date or dates, or the method by which such date or dates will be determined or extended, on which the principal of the Securities of the series shall be payable; 


        (5)   the
rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates
from which such interest shall accrue or the method by which such date or dates shall be determined, the interest payment dates on which such interest will be payable, and the basis upon which
interest shall be calculated if other than that of a 360-day year of twelve 30-day months; 


        (6)   the
place or places, if any, other than or in addition to the Borough of Manhattan, The City of New York, where the principal of (and premium, if any), interest, if any,
on, and Additional Amounts, if any, payable in respect of, Securities of the series shall be payable, Securities of the series may be
surrendered for registration of transfer, Securities of the series may be surrendered for exchange or conversion and notices or demands to or upon the Issuer(s) in respect of the Securities of the
series and this Indenture may be served; 


        (7)   the
period or periods within which, the price or prices at which, and other terms and conditions upon which Securities of the series may be redeemed, in whole or in
part, at the option of the Issuer(s), if the Issuer(s) are to have the option; 


        (8)   the
obligation, if any, of the Issuer(s) to redeem, repay or purchase Securities of the series pursuant to any sinking fund or analogous provision or at the option of a
Holder thereof, and the period or periods within which or the date or dates on which, the price or prices at which, and other terms and conditions upon which Securities of the series shall be
redeemed, repaid or purchased, in whole or in part, pursuant to such obligation; 


        (9)   if
other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be issuable; 


        (10) the
identity of the Trustee, if other than U.S. Bank National Association, and the identity of each Registrar and/or Paying Agent, if other than the Trustee; 



11







 




        (11) if
other than the principal amount thereof, the portion of the principal amount of Securities of the series that shall be payable upon declaration of acceleration of
the maturity thereof pursuant to Section 6.02 or, if applicable, the portion of the principal amount of Securities of the series that is convertible in accordance with the provisions of this
Indenture or the method by which such portion shall be determined; 


        (12) whether
the amount of payments of principal of (and premium, if any) or interest, if any, on the Securities of the series may be determined with reference to an index,
formula or other method (which index, formula or method may be based, without limitation, on one or more currencies, currency units, composite currencies, commodities, equity indices or other
indices), and the manner in which such amounts shall be determined; 


        (13) provisions,
if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified; 


        (14) any
deletions from, modifications of or additions to the Events of Default or covenants of the Issuer(s) with respect to Securities of the series, whether or not such
Events of Default or covenants are consistent with the Events of Default or covenants set forth herein; 



        (15) whether
any Securities of the series are to be issuable initially in temporary global form and the date as of which any temporary global Security representing
Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued, and whether any Securities of the series are to be
issuable in permanent global form and, if so, whether owners of beneficial interests in any such permanent global Security may exchange such interests for Definitive Securities of that series of like
tenor of any authorized form and denomination or transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Security and vice versa and if so, the
circumstances under which any such exchange or transfer may occur, if other than in the manner provided in Section 2.07 and the identity of the Depositary; 


        (16) the
Person to whom any interest on any Security of the series shall be payable, if other than the Person in whose name that Security (or one or more predecessor
Securities) is registered at the close of business on the Record Date for such interest and the extent to which, or the manner in which, any interest payable on a temporary global Security on an
interest payment date will be paid; 


        (17) the
applicability, if any, of Sections 8.02 and/or 8.03 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the
provisions of Article 8; 


        (18) if
the Securities of that series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of that series) only upon
receipt of certain certificates or other documents or satisfaction of other conditions, then the form and/or terms of such certificates, documents or conditions; 


        (19) if
the Securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered; 


        (20) whether
and under what circumstances the Issuer(s) will pay Additional Amounts as contemplated by Section 4.05 on the Securities of the series to any Holder who
is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Issuer(s) will have the
option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option); 


        (21) the
obligation, if any, of Ventas, Inc. to permit the conversion of the Securities of that series into Ventas, Inc.'s Common Stock, and the terms and
conditions upon which such conversion shall be effected (including, without limitation, the initial conversion price or rate, the conversion 



12







 




period,
any adjustment of the applicable conversion price, any requirements relative to reservation of shares for purposes of conversion and any other provision in addition to or in lieu of those set
forth in this Indenture or any indenture supplemental hereto relative to such obligation); 


        (22) if
other than U.S. Dollars, the foreign currency in which payment of the principal of, premium (if any), interest and Additional Amounts (if any) on the Securities of
that series shall be payable or in which such Securities shall be denominated and the particular provisions applicable thereto; and 



        (23) any
other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture). 




        All
Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution (subject to
Section 2.03) and set forth in such Officers' Certificate or in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and, unless
otherwise provided, a series may be reopened, without the consent of the Holders, for issuances of additional Securities of that series. 



        If
any of the terms of the Securities of any series are established by action taken pursuant to one or more Board Resolutions, a copy of an appropriate record of such action(s) shall be
certified by the Secretary or an Assistant Secretary of the Issuer(s) and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the Securities of
that series. 


Section 2.03    Execution and Authentication.  


        Two Officers must sign the Securities of any series for each of the Issuer(s) by manual or facsimile signature. 



        If
an Officer whose signature is on a Security no longer holds that office at the time a Security is authenticated, the Security will nevertheless be valid. 


        A
Security will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Security has been authenticated under this
Indenture. 


        The
Trustee will, upon receipt at any time or from time to time of a written order of the Issuer(s) signed by two Officers (an "Authentication
Order"), authenticate Securities of any series for original issue up to the aggregate principal amount set forth in such Authentication Order. The Trustee may appoint an
authenticating agent acceptable to the Issuer(s) to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer(s). 


        In
authenticating Securities of any series, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive,
and (subject to TIA §§ 315(a) through 315(d)) shall be fully protected in relying upon, 



        (1)   an
Opinion of Counsel stating that: 



          (i)  the
form or forms of such Securities have been established in conformity with the provisions of this Indenture; 


         (ii)  the
terms of such Securities have been established in conformity with the provisions of this Indenture; and 


        (iii)  such
Securities, when completed by appropriate insertions and executed and delivered by the Issuer(s) to the Trustee for authentication in accordance with this
Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by 




13







 





the
Issuer(s) in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Issuer(s), enforceable in accordance with
their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights, to general
equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; and 




        (2)   an
Officers' Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of the Securities have been complied with and
that, to the best of the knowledge of the signers of such Certificate, no Event of Default with respect to any of the Securities shall have occurred and be continuing. 




Section 2.04    Registrar and Paying Agent.  


        The Issuer(s) will maintain in each Place of Payment for Securities of any series an office or agency where such Securities may be presented for registration of
transfer or for exchange ("Registrar") and an office or agency where such Securities may be presented for payment ("Paying
Agent"). The Registrar will keep a register of the Securities of that series and of their transfer and exchange. The Issuer(s) may appoint one or more co-registrars
and one or more additional paying agents. The term "Registrar" includes any co-registrar and the term "Paying Agent" includes any additional paying agent. The Issuer(s) may change any
Paying Agent or Registrar without notice to any Holder. The Issuer(s) will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer(s) fail to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuer(s) or any of their Subsidiaries may act as Paying Agent or Registrar. 



        The
Issuer(s) initially appoint The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Securities. 


        The
Issuer(s) initially appoint the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Securities. 


Section 2.05    Paying Agent to Hold Money in Trust.  


        The Issuer(s) will require each Paying Agent for Securities of a series other than the Trustee to agree in writing that the Paying Agent will hold in trust for
the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or Additional Amounts, if any, or interest on the Securities of that series, and will
notify the Trustee of any default by the Issuer(s) in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The
Issuer(s) at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than an Issuer or a Subsidiary of an Issuer)
will have no further liability for the money. If an Issuer or a Subsidiary of an Issuer acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all
money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer(s), the Trustee will serve as Paying Agent for the Securities. 


Section 2.06    Holder Lists.  


        The Trustee in respect of Securities of a series will preserve in as current a form as is reasonably practicable the most recent list available to it of the names
and addresses of all Holders of Securities of that series and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar of such Securities, the Issuer(s) will furnish
to the Trustee at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of the Holders of such Securities and the Issuer(s) shall otherwise comply with TIA § 312(a). 


14







 



Section 2.07    Transfer and Exchange.  


        (a)    Transfer and Exchange of Global Securities.    A Global Security may not be transferred as a whole except by
the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary. All Global Securities will be exchanged by the Issuer(s) for Definitive Securities if: 



        (1)   the
Issuer(s) deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency
registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer(s) within 120 days after the date of such notice from the Depositary; or 



        (2)   the
Issuer(s) in their sole discretion determine that the Global Securities (in whole but not in part) should be exchanged for Definitive Securities and deliver a
written notice to such effect to the Trustee. 




        Upon
the occurrence of either of the preceding events in subparagraph (1) or (2) above, Definitive Securities shall be issued in such names as the Depositary shall instruct
the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11. Every Security authenticated and delivered in exchange for, or in lieu of,
a Global Security or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered
in the form of, and shall be, a Global Security. A Global Security may not be exchanged for another Security other than as provided in this Section 2.07(a), however, beneficial interests in a
Global Security may be transferred and exchanged as provided in Section 2.07(b) or (c). 


        (b)    Transfer and Exchange of Beneficial Interests in the Global Securities.    The transfer and exchange of
beneficial interests in the Global Securities will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Transfers of beneficial
interests in the Global Securities also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following paragraphs, as
applicable: 



        (1)    Transfer of Beneficial Interests in the Same Global Security.    Beneficial interests in any Global Security
may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Global Security. No written orders or instructions shall be required to be delivered to the
Registrar to effect the transfers described in this Section 2.07(b)(1). 



        (2)    All Other Transfers and Exchanges of Beneficial Interests in Global Securities.    In connection with all
transfers and exchanges of beneficial interests that are not subject to Section 2.07(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either: 



          (i)  both:




        (A)  a
written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or
cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged; and 


        (B)  instructions
given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or 




         (ii)  both:




        (A)  a
written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to 





15







 



cause
to be issued a Definitive Security in an amount equal to the beneficial interest to be transferred or exchanged; and 


        (B)  instructions
given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Security shall be registered to effect
the transfer or exchange referred to in (1) above. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in this Indenture
and the Securities or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Security(s) pursuant to Section 2.07(g). 






        (c)    Transfer or Exchange of Beneficial Interests for Definitive Securities.    If any holder of a beneficial
interest in a Global Security is entitled to exchange such beneficial interest for a Definitive Security or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a
Definitive Security of the same series and of like tenor and principal amount of authorized form and denomination, as specified as contemplated by Section 2.02(15), then, upon satisfaction of
the conditions set forth in Section 2.07(b)(2), the Trustee will cause the aggregate principal amount of the applicable Global Security to be reduced accordingly pursuant to
Section 2.07(g), and the Issuer(s) will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Security in the appropriate principal
amount. Any Definitive Security issued in exchange for a beneficial interest pursuant to this Section 2.07(c) will be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will
deliver such Definitive Securities to the Persons in whose names such Securities are so registered. 


        (d)    Transfer and Exchange of Definitive Securities for Beneficial Interests.    If at any time a Holder of a
Definitive Security is entitled to exchange such Security for a beneficial interest in a Global Security or transfer such Definitive Security to a Person who takes delivery thereof in the form of a
beneficial interest in a Global Security of the same series and of like tenor and principal amount of authorized form and denomination, as specified as contemplated by Section 2.02(15), then,
upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Definitive Security and increase or cause to be increased the aggregate principal amount of one of
the appropriate Global Securities. If any such exchange or transfer from a Definitive Security to a beneficial interest is effected pursuant to this paragraph (d) at a time when a Global
Security has not yet been issued, the Issuer(s) will issue and, upon receipt of an Authentication Order in accordance with Section 2.03 hereof, the Trustee will authenticate one or more Global
Securities in an aggregate principal amount equal to the principal amount of the Definitive Security proposed to be so exchanged or transferred. 


        (e)    Transfer and Exchange of Definitive Securities for Definitive Securities.    Upon request by a Holder of
Definitive Securities and such Holder's compliance with the provisions of this Section 2.07(e), the Registrar will register the transfer of such Holder's Definitive Securities to a Person who
takes delivery thereof in the form of one or more Definitive Securities of the same series, of any authorized denominations and of like aggregate principal amount or the exchange of such Holder's
Definitive Securities for Definitive Securities of the same series, of any authorized denominations and of like aggregate principal amount. Prior to such registration of transfer or exchange, the
requesting Holder must present or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Registrar duly
executed by such Holder or by its attorney, duly authorized in writing. A Holder of Definitive Securities may transfer such Securities. Upon receipt of a request to register such a transfer, the
Registrar shall register the Definitive Securities pursuant to the instructions from the Holder thereof. 


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        (f)    Global Security Legend.    The following legend will appear on the face of all Global Securities issued under
this Indenture unless specifically stated otherwise in the applicable provisions of one or more indentures supplemental hereto or approved from time to time by or pursuant to Board Resolutions in
accordance with Section 2.02 of this Indenture: 


"THIS
GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF
THE INDENTURE, (2) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE,
(3) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND
(4) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER(S). 


UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE
ISSUER(S) OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN." 


        (g)    Cancellation and/or Adjustment of Global Securities.    At such time as all beneficial interests in a
particular Global Security have been exchanged for Definitive Securities or a particular Global Security has been redeemed, repurchased or canceled in whole and not in part, each such Global Security
will be returned to or retained and canceled by the Trustee in accordance with Section 2.12. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged
for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security or for Definitive Securities, the principal amount of Securities
represented by such Global Security will be reduced accordingly and an endorsement will be made on such Global Security by the Trustee or by the Depositary at the direction of the Trustee to reflect
such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security, such
other Global Security will be increased accordingly and an endorsement will be made on such Global Security by the Trustee or by the Depositary at the direction of the Trustee to reflect such
increase. 


        (h)    General Provisions Relating to Transfers and Exchanges.    



        (1)   To
permit registrations of transfers and exchanges, the Issuer(s) will execute and the Trustee will authenticate Global Securities and Definitive Securities upon receipt
of an Authentication Order in accordance with Section 2.03 or at the Registrar's request. 



17







 

        (2)   No
service charge will be made to a Holder of a Global Security or to a Holder of a Definitive Security for any registration of transfer or exchange, but the Issuer(s)
may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.11, 3.07, and 9.05 hereof). The Registrar will not be required to register the transfer of or exchange any Security selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed in part. 


        (3)   All
Global Securities and Definitive Securities issued upon any registration of transfer or exchange of Global Securities or Definitive Securities will be the valid
obligations of the Issuer(s), evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Securities or Definitive Securities surrendered upon such registration of
transfer or exchange. 


        (4)   The
Issuer(s) will not be required: 



          (i)  to
issue, to register the transfer of or to exchange any Securities during a period beginning at the opening of business 15 days before the day of any selection
of Securities for redemption under Section 3.03 hereof and ending at the close of business on the day of selection; 


         (ii)  to
register the transfer of or to exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in
part; 


        (iii)  to
register the transfer of or to exchange a Security between a Record Date and the next succeeding Interest Payment Date; or 



        (iv)  to
register the transfer of any Security which has been surrendered for repayment at option of Holder, except the portion, if any, of such Security not to be so repaid. 




        (5)   Prior
to due presentment for the registration of a transfer of any Security, the Trustee, any Agent and the Issuer(s) may deem and treat the Person in whose name any
Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee,
any Agent or the Issuer(s) shall be affected by notice to the contrary. 


        (6)   The
Trustee will authenticate Global Securities and Definitive Securities in accordance with the provisions of Section 2.03 hereof. 


        (7)   All
orders and instructions required to be submitted to the Registrar or the Issuer(s) pursuant to this Section 2.07 to effect a registration of transfer or
exchange may be submitted by facsimile. 





Section 2.08    Replacement Securities.  


        If any mutilated Security is surrendered to the Trustee or the Issuer(s) or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of
any Security, the Issuer(s) will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Security if the Trustee's requirements are met. If required by the
Trustee or the Issuer(s), an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer(s) to protect the Issuer(s), the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Security is replaced. The Issuer(s) may charge for their expenses in replacing a Security. 



        Every
replacement Security is an additional obligation of the Issuer(s) and will be entitled to all of the benefits of this Indenture equally and proportionately with all other
Securities duly issued hereunder. 


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        Notwithstanding
the provisions of the previous two paragraphs, in case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the
Issuer(s) in their discretion may, instead of issuing a new Security, pay such Security. 


Section 2.09    Outstanding Securities.  


        The Securities "Outstanding" at any time are all the Securities authenticated by the Trustee except for: 



        (1)   Securities
theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; 


        (2)   Securities,
or portions thereof, for whose payment or redemption or repayment at the option of the Holder money in the necessary amount has been theretofore deposited
with the Trustee or any Paying Agent (other than the Issuer(s)) in trust or set aside and segregated in trust by the Issuer(s) (if the Issuer(s) shall act as their own Paying Agent) for the Holders of
such Securities, provided that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee has been made; 


        (3)   Securities,
except to the extent provided in Sections 8.02 and 8.03, with respect to which the Issuer(s) have effected defeasance and/or covenant defeasance as provided
in Article 8; 


        (4)   Securities
which have been paid pursuant to Section 4.01 or 11.01 or in exchange for or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide
purchaser in whose hands such Securities are valid obligations of the Issuer(s); and 


        (5)   Securities
converted into Common Stock in accordance with or as contemplated by this Indenture, if the terms of such Securities provide for convertibility as
contemplated by Section 2.02; 




provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver, and for the purpose of making the calculations required by TIA § 313, (i) the
principal amount of an Original Issue Discount Security that may be counted in making such determination or calculation and that shall be deemed to be Outstanding for such purpose shall be equal to
the amount of principal thereof that would be (or shall have been declared to be) due and payable, at the time of such determination, upon a declaration of acceleration of the maturity thereof
pursuant to Section 6.02, (ii) the principal amount of any Indexed Security that may be counted in making such determination or calculation and
that shall be deemed Outstanding for such purpose shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided with respect to such Security as
contemplated by Section 2.02, and (iii) Securities owned by the Issuer(s) or any other obligor upon the Securities or any Affiliate of the
Issuer(s) or of such other obligor shall be disregarded and deemed not to be Outstanding to the extent provided in Section 2.10. 



Section 2.10    Treasury Securities.  


        In determining whether the Holders of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice,
waiver or consent, and for the purpose of making the calculations required by TIA § 313, Securities owned by the Issuer(s) or any other obligor upon the Securities or any Affiliate of the
Issuer(s) or of such other obligor shall be disregarded and deemed not to be Outstanding, except that in determining whether the Trustee shall be protected in making such calculation or in relying
upon any such request, demand, authorization, 


19







 



direction,
notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Issuer(s) or any other obligor
upon the Securities or any Affiliate of the Issuer(s) or of such other obligor. 



Section 2.11    Temporary Securities.  


        Until certificates representing Securities are ready for delivery, the Issuer(s) may prepare and the Trustee, upon receipt of an Authentication Order, will
authenticate temporary Securities. Temporary Securities will be substantially in the form of certificated Securities but may have variations that the Issuer(s) consider appropriate for temporary
Securities and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Issuer(s) will prepare and the Trustee will authenticate definitive Securities in exchange for temporary Securities. 



        Holders
of temporary Securities will be entitled to all of the benefits of this Indenture. 


Section 2.12    Cancellation.  


        The Issuer(s) at any time may deliver Securities to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Securities surrendered for registration of transfer, exchange, payment, replacement
or cancellation and will dispose of canceled Securities (subject to the record retention requirement of the Exchange Act). The Issuer(s) may not issue new Securities to replace Securities that they
have paid or that have been delivered to the Trustee for cancellation, except for replacement Securities for mutilated Securities pursuant to Section 2.08 hereof. 


Section 2.13    Defaulted Interest.  


        If the Issuer(s) default in a payment of interest on the Securities of any series, they will pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are Holders of Securities of that series on a subsequent special record date, in each case at the rate provided in the Securities
of that series and in Section 4.01 hereof. The Issuer(s) will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Security of that series and the date
of the proposed payment. The Issuer(s) will fix or cause to be fixed each such special record date and payment date, provided that no such special
record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Issuer(s) (or, upon the written
request of the Issuer(s), the Trustee in the name and at the expense of the Issuer(s)) will mail or cause to be mailed to Holders of Securities of that series a notice that states the special
record date, the related payment date and the amount of such interest to be paid on such Securities. 


20








   ARTICLE 3  


 REDEMPTION AND PREPAYMENT  


Section 3.01 Applicability of Article.  



        Securities of any series which are redeemable before their maturity shall be redeemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 2.02 for Securities of any series) in accordance with this Article. 


Section 3.02 Notices to Trustee.  


        The election of the Issuer(s) to redeem or purchase in an offer to purchase Securities of any series shall be evidenced by a Board Resolution. The Issuer(s)
shall, at least 45 days prior to the redemption date fixed by the Issuer(s) (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such redemption date and of the
principal amount of Securities of that series to be redeemed by delivering to the Trustee an Officers' Certificate setting forth: 



        (1)   the
paragraph of the Securities and/or Section of this Indenture or any indenture supplemental hereto pursuant to which the redemption shall occur; 


        (2)   the
redemption date; 


        (3)   the
principal amount of Securities of that series to be redeemed, plus accrued interest and Additional Amounts, if any, to the redemption date; and 


        (4)   the
redemption price, including any make-whole amount or premium, if applicable. 




Section 3.03 Selection of Securities to Be Redeemed.  


        If less than all of the Securities of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select the particular
Securities for redemption or purchase from the Outstanding Securities of that series not previously called for redemption, as follows: 



        (1)   if
the Securities of that series are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on
which such Securities are listed; or 


        (2)   if
the Securities of that series are not listed on any national securities exchange, on a pro rata basis, by lot or by
such method as the Trustee shall deem fair and appropriate. 




        In
the event of partial redemption by lot, the particular Securities to be redeemed will be selected, unless otherwise provided in this Indenture, not less than 30 nor more than
60 days prior to the redemption date by the Trustee. 


        The
Trustee will promptly notify the Issuer(s) in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for partial redemption or
purchase, the principal amount thereof to be redeemed or purchased. Securities and portions of Securities of any series selected will be in amounts equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof; provided, however, that if all of the Outstanding Securities of a Holder are to be redeemed
or purchased, the entire amount of such Securities held by such Holder, even if not a multiple of the minimum authorized denomination for Securities of that series, shall be redeemed or purchased.
Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption or purchase also apply to portions of Securities called for redemption or
purchase. 


21







 



Section 3.04 Notice of Redemption.  


        At least 30 days but not more than 60 days before a redemption date, unless a shorter period is specified by the terms of that series as
contemplated by Section 2.02, the Issuer(s) will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Securities are to be redeemed at its registered
address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction
and discharge of this Indenture pursuant to Article 8 or 11 of this Indenture. Any notice that is mailed to the Holders of Securities in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holder receives such notice. 


        The
notice will identify the Securities to be redeemed and will state: 



        (1)   the
redemption date; 


        (2)   the
redemption price, including the accrued interest and Additional Amounts, if any, to the redemption date and any make-whole amount or premium, if
applicable; 


        (3)   if
any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the redemption date upon surrender of such
Security, a new Security or Securities of the same series and tenor in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Security; 


        (4)   the
name and address of the Paying Agent; 


        (5)   that
Securities called for redemption must be surrendered to the Paying Agent at the Place of Payment to collect the redemption price or to convert (if applicable); 



        (6)   that,
unless the Issuer(s) default in making such redemption payment, interest on Securities called for redemption ceases to accrue on and after the redemption date; 


        (7)   the
paragraph of the Securities and/or Section of this Indenture or any indenture supplemental hereto pursuant to which the Securities called for redemption are being
redeemed; 


        (8)   that
no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; 


        (9)   that
the redemption is for a sinking fund, if applicable; and 


        (10) if
applicable, that a Holder of Securities who desires to convert Securities in connection with a redemption must satisfy the requirements for conversion contained in
such Securities, the then existing conversion price or rate, and the date and time when the option to convert shall expire. 




        At
the Issuer(s)' request, the Trustee will give the notice of redemption in the Issuer(s)' name and at their expense; provided,  however, that the Issuer(s)
have delivered to the Trustee, at least 45 days (or such shorter period of time as is satisfactory to the Trustee)
prior to the redemption date, an Officers' Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding
paragraph. 


Section 3.05 Effect of Notice of Redemption.  


        Once notice of redemption is mailed in accordance with Section 3.04 hereof, Securities called for redemption become irrevocably due and payable on the
redemption date at the redemption price therein specified. Except as otherwise provided pursuant to Section 2.02 with respect to the Securities of any series, a notice of redemption of
Securities of that series may not be conditional. 


22







 



Section 3.06 Deposit of Redemption or Purchase Price.  


        On the redemption or purchase date, the Issuer(s) will deposit with the Trustee or with the Paying Agent money in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities are payable sufficient to pay the redemption or purchase price of and accrued interest and Additional Amounts, if any, on all
Securities to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Issuer(s) any money deposited with the Trustee or the Paying Agent by the Issuer(s) in
excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest and Additional Amounts, if any, on, all Securities to be redeemed or purchased. 


        If
the Issuer(s) comply with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Securities or the portions of
Securities called for redemption or purchase. If a Security is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid
interest shall be paid to the Person in whose name such Security was registered at the close of business on such Record Date; provided,  however, that
except as otherwise provided with respect to Securities convertible into Common Stock, installments of interest on Securities whose
maturity is on or prior to the redemption date shall be payable to the Holders of such Securities, or one or more predecessor Securities, registered as such at the close of business on the relevant
Record Dates according to the terms and provisions of Section 2.02. If any Security called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the
failure of the Issuer(s) to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent
lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Securities and in Section 4.01 hereof. 


Section 3.07 Securities Redeemed or Purchased in Part.  


        Upon surrender of a Security of a series that is redeemed or purchased in part at a Place of Payment therefor (with, if the Issuer(s) or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer(s) and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), the
Issuer(s) will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Issuer(s) a new Security of the same series of any authorized
denomination as requested by the Holder in an aggregate principal amount equal to and in exchange for the unredeemed or unpurchased portion of the principal of the Security so surrendered. 


Section 3.08 Conversion Arrangement on Call for Redemption.  


        In connection with any redemption of Securities, the Issuer(s) may arrange for the purchase and conversion of any Securities called for redemption by an agreement
with one or more investment bankers or other purchasers to purchase such Securities by paying to the Trustee or the Paying Agent in trust for the Holders of Securities, on or before 10:00 a.m.
Eastern Time on the redemption date, an amount not less than the redemption price, together with interest, if any, accrued to the redemption date of such Securities, in immediately available funds.
Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Issuer(s) to pay the redemption price of such Securities, including all accrued interest, if any,
shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers. If such an agreement is entered into, any Securities not duly surrendered for conversion by the
Holders thereof may, at the option of the Issuer(s), be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and surrendered by such purchasers for conversion,
all as of immediately prior to the close of business on the last day on which Securities of that series called for redemption may be converted in accordance with this Indenture and the terms of such
Securities, subject to payment to the Trustee or Paying Agent 


23







 



of
the above-described amount. The Trustee or the Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it in the same manner as it would
pay moneys deposited with it by the Issuer(s) for the redemption of Securities. Without the Trustee's and the Paying Agent's prior written consent, no arrangement between the Issuer(s) and such
purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee and the Paying Agent as set
forth in this Indenture, and the Issuer(s) agree to indemnify the Trustee and the Paying Agent from, and hold them harmless against, any loss, liability or expense owing out of or in connection with
any such arrangement for the purchase and conversion of any Securities between the Issuer(s) and such purchasers, including the costs and expenses incurred by the Trustee and Paying Agent (including
the fees and expenses of their agents and counsel) in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of their powers, duties,
responsibilities or obligations under this Indenture. 


ARTICLE 4  


 COVENANTS  


Section 4.01 Payment of Securities.  


        The Issuer(s) will pay or cause to be paid the principal of, premium, if any, and interest and Additional Amounts, if any, on the Securities of any series on the
dates, in the currency or currency unit and in the manner provided in the terms of each series of Securities and this Indenture. Principal, premium, if any, and interest and Additional Amounts, if
any, will be considered paid on the date due if the Paying Agent, if other than Ventas, Inc. or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited
by the Issuer(s) in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. 


        The
Issuer(s) will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess
of the then applicable interest rate on the Securities of the applicable series to the extent lawful; the Issuer(s) will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest and Additional Amounts (without regard to any applicable grace period) at the same rate to the extent lawful. 



Section 4.02 Maintenance of Office or Agency.  


        The Issuer(s) will maintain in each Place of Payment for Securities of any series an office or agency (which may be an office of the Trustee or an affiliate of
the Trustee, Registrar or co-registrar) where Securities of that series may be presented or surrendered for payment or conversion, where Securities of that series may be surrendered for
registration of transfer or for exchange and where notices and demands to or upon the Issuer(s) in respect of the Securities of that series and this Indenture may be served. The Issuer(s) will give
prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer(s) fail to maintain any such required office or agency or fail
to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 


        The
Issuer(s) may also from time to time designate one or more other offices or agencies where the Securities of any series may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided, however, that no such designation or
rescission will in any manner relieve the Issuer(s) of their obligation to maintain an office or agency in the Place of Payment for such purposes. The Issuer(s) will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 


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        Unless
otherwise specified with respect to Securities of any series as contemplated by Section 2.02, the Issuer(s) hereby designate as a Place of Payment for each series of
Securities the Corporate Trust Office of the Trustee in the Borough of Manhattan in the City of New York as one such office or agency of the Issuer(s) in accordance with Section 2.04 hereof. 



Section 4.03 Reports.  


        The Issuer(s) and each Guarantor shall 



        (1)   file
with the Trustee, within 15 days after the Issuer(s) or such Guarantor is required to file the same with the Commission, copies of the annual reports and of
the information, documents, and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer(s) or
such Guarantor may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Issuer(s) or such Guarantor is not required to file
information, documents or reports pursuant to either of such Sections, then they/it will file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time
by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and
registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; 


        (2)   file
with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents
and reports with respect to compliance by the Issuer(s) and such Guarantor with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations (it
being understood that any Guarantor not required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall not be required to file such reports with the Commission
or the Trustee); and 


        (3)   transmit
by mail to the Holders of Securities, within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in TIA
§ 313(c), such summaries of any information, documents and reports required to be filed by the Issuer(s) or any Guarantor pursuant to paragraphs (1) and (2) of this Section
as may be required by rules and regulations prescribed from time to time by the Commission. 




        If
Ventas, Inc. has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the financial information required by this Section 4.03 will include a reasonably
detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the
financial condition and results of operations of Ventas, Inc. and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of
Ventas, Inc. 



Section 4.04 Compliance Certificate.  


        (a)   Ventas, Inc.
and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 days after the
end of each fiscal year, an Officers' Certificate stating that a review of the activities of Ventas, Inc. and its Restricted Subsidiaries during the preceding fiscal year has been made under
the supervision of the signing Officers with a view to determining whether Ventas, Inc. has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as
to each such Officer signing such certificate, that to the best of his or her knowledge Ventas, Inc. has kept, observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, 


25







 

describing
all such Defaults or Events of Default of which he or she may have knowledge and what action Ventas, Inc. is taking or proposes to take with respect thereto) and that to the best of
his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Securities of any series is prohibited or if
such event has occurred, a description of the event and what action Ventas, Inc. is taking or proposes to take with respect thereto. For purposes of this Section 4.04, such compliance
shall be determined without regard to any period of grace or requirement of notice under this Indenture. 


        (b)   So
long as any of the Securities are outstanding, Ventas, Inc. will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of
Default, an Officers' Certificate specifying such Default or Event of Default and what action the Issuer(s) are taking or propose to take with respect thereto. 



Section 4.05 Additional Amounts.  


        If any Securities of a series provide for the payment of Additional Amounts, the Issuer(s) will pay to the Holder of any Security of that series Additional
Amounts as may be specified as contemplated by Section 2.02. Whenever in this Indenture there is mentioned the payment of the principal of or any premium or interest on, or in respect of, any
Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided
by the terms of that series established pursuant to Section 2.02 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms
and express mention of the payment of Additional Amounts (if
applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. 


        Except
as otherwise specified as contemplated by Section 2.02, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the
first interest payment date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to maturity, the first day on which a payment of principal and
any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the
below-mentioned Officers' Certificate, the Issuer(s) will furnish the Trustee and the Issuer(s)' principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities
of that series who are not United States persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of the series. If any such
withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series and
the Issuer(s) will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall
not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or
deduction is required with respect to any payment of principal or interest with respect to any Securities of a series until it shall have received a certificate advising otherwise and
(ii) to make all payments of principal and interest with respect to the Securities of a series without withholding or deductions until otherwise
advised. The Issuer(s) covenant to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith
on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officers' Certificate furnished pursuant to this Section or in reliance on the
Issuer(s)' not furnishing such an Officers' Certificate. 


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Section 4.06 Corporate Existence.  


        Except as permitted by Article 5 and Section 10.04, Ventas, Inc. and its Restricted Subsidiaries shall do all things necessary to preserve
and keep their existence, rights and franchises; provided, however, that the existence of a Restricted
Subsidiary may be terminated if the Board of Directors of Ventas, Inc. determines that it is in the best interests of Ventas, Inc. to do so. 


ARTICLE 5  


 SUCCESSORS  



Section 5.01 Merger, Consolidation, or Sale of Assets.  


        Ventas, Inc. may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether
or not Ventas, Inc. is the surviving corporation); or (2) sell, assign, transfer, convey, lease (other than to an unaffiliated operator in the
ordinary course of business) or otherwise dispose of all or substantially all of the properties or assets of Ventas, Inc. and its Restricted Subsidiaries taken as a whole, in one or more
related transactions, to another Person; unless: 



        (1)   either: 



          (i)  Ventas, Inc.
is the surviving corporation; or 


         (ii)  the
Person formed by or surviving any such consolidation or merger (if other than Ventas, Inc.) or to which such sale, assignment, transfer, conveyance or other
disposition has been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; 




        (2)   the
Person formed by or surviving any such consolidation or merger (if other than Ventas, Inc.) or the Person to which such sale, assignment, transfer, conveyance
or other disposition has been made assumes all the obligations of Ventas, Inc. under the Securities and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; and 


        (3)   immediately
after such transaction, on a pro forma basis giving effect to such transaction or series of transactions (and treating any obligation of Ventas, Inc.
or any Restricted Subsidiary incurred in connection with or as a result of such transaction or series of transactions as having been incurred at the time of such transaction), no Default or Event of
Default exists. 




        In
addition, in the case of any lease of all or substantially all of its properties or assets (other than to an unaffiliated operator in the ordinary course of business), in one or more
related transactions, to any
other Person the terms of the lease must be reasonably acceptable to the Trustee or to Holders of a majority in principal amount of the Securities. 



        This
Section 5.01 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among Ventas, Inc. and its Restricted Subsidiaries. 


Section 5.02 Successor Corporation Substituted.  


        Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, transfer or other disposition of all or substantially all of the properties or
assets of Ventas, Inc. in accordance with Section 5.01, the successor Person formed by such consolidation or into which Ventas, Inc. is merged or to which such sale, assignment,
transfer, conveyance or other disposition is made, shall succeed to, and be substituted for, and may exercise every right and power of, Ventas, Inc. under this Indenture with the same effect as
if such successor initially had been named as Ventas, Inc. herein. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of
Ventas, Inc., any or all of the Securities issuable hereunder which theretofore shall not have been signed by Ventas, Inc. and delivered to the Trustee; and, upon the order of such
successor corporation, 


27







 



instead
of Ventas, Inc., and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously
shall have been signed and delivered by the Officers of Ventas, Inc. to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed
and delivered to the Trustee for that purpose. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter
issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. 


        In
case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as
may be appropriate. 


        When
a successor assumes all the obligations of its predecessor under this Indenture and the Securities following a consolidation or merger, or any sale, assignment, transfer,
conveyance, transfer or other disposition of 90% or more of the assets of the predecessor in accordance with the foregoing provisions, the predecessor shall be released from those obligations. 


28








   ARTICLE 6  


 DEFAULTS AND REMEDIES  



Section 6.01    Events of Default.  


        Each of the following is an "Event of Default" wherever used herein with respect to any particular series of Securities: 



        (1)   Ventas, Inc.
or its Restricted Subsidiaries do not pay the principal or any premium on any Security of that series when due and payable; 


        (2)   Ventas, Inc.
or its Restricted Subsidiaries do not pay interest on any Security of that series within 30 days after the applicable due date; 



        (3)   Ventas, Inc.
or its Restricted Subsidiaries fail to deposit any sinking fund payment, when and as due by the terms of any Security of that series; 


        (4)   Ventas, Inc.
or its Restricted Subsidiaries remain in breach of any other term of this Indenture for 60 days after they receive a notice of Default stating
they are in breach. Either the Trustee or the Holders of more than 25% in aggregate principal amount of the Securities of that series then Outstanding may send the notice; 



        (5)   except
as permitted by this Indenture and the Securities of that series, the Securities Guarantee by any Guarantor shall cease to be in full force and effect or any
Guarantor shall deny or disaffirm its obligations with respect thereto; 


        (6)   Ventas, Inc.
or its Restricted Subsidiaries default under any of their indebtedness (including a default with respect to Securities of any series other than that
series) in an aggregate principal amount exceeding $50.0 million after the expiration of any applicable grace period, which default results in the acceleration of the maturity of such
indebtedness. Such default is not an Event of Default if the other indebtedness is discharged, or the acceleration is rescinded or annulled, within a period of 10 days after Ventas, Inc.
or its Restricted Subsidiaries receive notice specifying the default and requiring that they discharge the other indebtedness or cause the acceleration to be rescinded or annulled. Either the Trustee
or the Holders of more than 25% in aggregate principal amount of the Securities of that series then Outstanding may send the notice; 


        (7)   Ventas, Inc.
or any of its Significant Subsidiaries, or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary: 



          (i)  commences
a voluntary case; 


         (ii)  consents
to the entry of an order for relief against it in an involuntary case; 


        (iii)  consents
to the appointment of a custodian of it or for all or substantially all of its property; 


        (iv)  makes
a general assignment for the benefit of its creditors; or 


         (v)  generally
is not paying its debts as they become due; 




        (8)   a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 



          (i)  is
for relief against Ventas, Inc. or any of its Significant Subsidiaries, or any group of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary, in an involuntary case; 


         (ii)  appoints
a custodian of Ventas, Inc. or any of its Significant Subsidiaries, or any group of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary, or for 




29







 





all
or substantially all of the property of Ventas, Inc. or any of its Significant Subsidiaries, or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary;
or 


        (iii)  orders
the liquidation of Ventas, Inc. or any of its Significant Subsidiaries, or any group of Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary; 




and
the order or decree remains unstayed and in effect for 60 consecutive days; or 



        (9)   any
other Event of Default provided with respect to Securities of that series as contemplated by Section 2.02. 




Section 6.02    Acceleration.  


        In the case of an Event of Default specified in clause (7) or (8) of Section 6.01, with respect to Ventas, Inc. or any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all Outstanding Securities will become due and payable immediately without
further action or notice. If any other Event of Default with respect to Securities of any series at the time Outstanding occurs and has not been cured, the Trustee or the Holders of at least 25% in
aggregate principal amount of the Securities of that series then Outstanding may declare the entire principal amount (or, if any Securities are Original Issue Discount Securities or Indexed
Securities, such portion of the principal as may be specified in the terms thereof) of the Securities of that series to be due and immediately payable by written notice to the Issuer(s),
Ventas, Inc. and the Trustee. Upon any such declaration, such principal amount (or specified amount) of the Securities of that series shall become due and payable immediately. The Holders of a
majority in aggregate principal amount of the Securities of that series then Outstanding by written notice to the Trustee may on behalf of all of the Holders rescind and annul an acceleration and its
consequences if the rescission or annulment would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become
due solely because of the acceleration) have been cured or waived. 


Section 6.03    Other Remedies.  


        If an Event of Default occurs and is continuing with respect to Securities of any series at the time Outstanding, the Trustee may pursue any available remedy to
collect the payment of principal, premium and Additional Amounts, if any, and interest on the Securities of that series or to enforce the performance of any provision of the Securities of that series
or this Indenture. 


        The
Trustee may maintain a proceeding even if it does not possess any of the Securities of that series or does not produce any of them in the proceeding. A delay or omission by the
Trustee or any Holder of a Security of that series in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in
the Event of Default. All remedies are cumulative to the extent permitted by law. 


Section 6.04    Waiver of Past Defaults.  


        Holders of not less than a majority in aggregate principal amount of the then Outstanding Securities of any series by notice to the Trustee may on behalf of the
Holders of all of the Securities of that series waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the
principal of, premium and Additional Amounts, if any, or interest on, the Securities of that series (excluding in connection with an offer to purchase) or in respect of a covenant or provision of this
Indenture which under Article 9 may not be modified or amended without the consent of the Holder of each Outstanding Security of the affected series;  provided, however, that the Holders of a majority in aggregate principal amount of the then Outstanding
Securities of that series may rescind an acceleration and its consequences, including any 


30







 



related
payment default that resulted from such acceleration as provided in Section 6.02. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 



Section 6.05    Control by Majority.  


        Holders of a majority in aggregate principal amount of the then Outstanding Securities of any series may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it with respect to the Securities
of that series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders
of Securities of that series or to the Holders of the Securities of any other series or that may involve the Trustee in personal liability. 



Section 6.06    Limitation on Suits.  


        A Holder of a Security of any series may pursue a remedy with respect to this Indenture or the Securities of that series only if: 



        (1)   such
Holder has given the Trustee written notice that an Event of Default has occurred and remains uncured; 


        (2)   the
Holders of at least a majority in aggregate principal amount of all Outstanding Securities of that series have made a written request that the Trustee take action
because of the Default, and offered reasonable indemnity to the Trustee against the cost and other liabilities of taking that action; 



        (3)   the
Trustee has not taken action for 60 days after receipt of the notice and offer of indemnity; and 


        (4)   the
Holders of at least a majority in aggregate principal amount of all Outstanding Securities of that series have not given the Trustee a direction inconsistent with
such request within such 60-day period. 




        A
Holder of any Security of any series may not use this Indenture to prejudice the rights of another Holder of a Security of that series or to obtain a preference or priority over
another Holder of a Security of that series. 


Section 6.07    Rights of Holders of Securities to Receive Payment.  


        Notwithstanding any other provision of this Indenture, the right of any Holder of any Security to receive payment of principal, premium and Additional Amounts, if
any, and interest on such Security, on or after the respective due dates expressed in such Security (excluding in connection with an offer to purchase), or to bring suit for the enforcement of any
such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder, except with respect to amounts due and payable to the holders of Senior Indebtedness, to the extent required by
Article 13. 


Section 6.08    Collection Suit by Trustee.  


        If an Event of Default specified in Section 6.01(1), (2) or (3) occurs and is continuing with respect to the Securities of any series, the
Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer(s) for the whole amount of principal (including any sinking fund payment), premium and
Additional Amounts, if any, and interest remaining unpaid on the Securities of that series and interest on overdue principal and, to the extent lawful, interest and such 


31







 



further
amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 


Section 6.09    Trustee May File Proofs of Claim.  



        The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Securities of any series allowed in any
judicial proceedings relative to the Issuer(s) or any other obligor upon the Securities of that series, their creditors or their property and shall be entitled and empowered to collect, receive and
distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder of Securities of that series to
make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders of Securities of that series, to pay to the Trustee any amount
due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the
extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof
out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders of Securities of that series may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Security any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of a Security in any such
proceeding. 


Section 6.10    Priorities.  


        If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order: 


        First:    to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all
compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 



        Second:    to Holders of Securities in respect of which or for the benefit of which such money has been collected for amounts
due and unpaid on such Securities for principal, premium and Additional Amounts, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on
such Securities for principal, premium and Additional Amounts, if any, and interest, respectively; and 


        Third:    to the Issuer(s) or to such party as a court of competent jurisdiction shall direct. 



        The
Trustee may fix a record date and payment date for any payment to Holders of Securities pursuant to this Section 6.10. 


Section 6.11    Undertaking for Costs.  


        In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee,
a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in 


32







 



the
suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a
Security pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then Outstanding Securities of any series. 


ARTICLE 7  


 TRUSTEE  


Section 7.01    Duties of Trustee.  


        (a)   If
an Event of Default with respect to the Securities of any series has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it
by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. 



        (b)   Except
during the continuance of an Event of Default: 



        (1)   the
duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set
forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 


        (2)   in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they
conform to the requirements of this Indenture. 




        (c)   The
Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 



        (1)   this
paragraph does not limit the effect of paragraph (b) of this Section 7.01; 



        (2)   the
Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining
the pertinent facts; and 


        (3)   the
Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to
Section 6.05. 




        (d)   Whether
or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section 7.01. 


        (e)   No
provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be under no obligation to exercise any
of its rights and powers under this Indenture at the request of any Holder, unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or
expense. 


        (f)    The
Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer(s). Money held in trust by the Trustee
need not be segregated from other funds except to the extent required by law. 


        (g)   Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section. 


33







 



Section 7.02    Rights of Trustee.  


        (a)   The
Trustee may conclusively rely upon any document (whether original or facsimile) believed by it to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated in the document. 



        (b)   Before
the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action
it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of
Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 


        (c)   The
Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care unless the Trustee
was negligent in acting through its attorneys and agents. 


        (d)   The
Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it
by this Indenture. 


        (e)   Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer(s) will be sufficient if signed by an Officer of each
Issuer. 


        (f)    The
Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless
such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. 


Section 7.03    Individual Rights of Trustee.  


        The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Issuer(s) or any Affiliate of
the Issuer(s) with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days,
apply to the Commission for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 


Section 7.04    Trustee's Disclaimer.  


        The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be
accountable for the Issuer(s)' use of the proceeds from
the Securities or any money paid to the Issuer(s) or upon the Issuer(s)' direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by
any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Securities or any other document in connection with the sale of the
Securities or pursuant to this Indenture other than its certificate of authentication. 


Section 7.05    Notice of Defaults.  


        If a Default or Event of Default occurs and is continuing with respect to the Securities of any series and if it is known to the Trustee, the Trustee will mail to
Holders of Securities of that series a notice of the Default or Event of Default within 90 days after it occurs, unless such default shall have been cured or waived. Except in the case
of a Default or Event of Default in payment of principal of, premium or Additional Amounts, if any, or interest on any Security, the Trustee may withhold the 


34







 



notice
if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Securities of that series. 


Section 7.06    Reports by Trustee to Holders of the Securities.  



        (a)   Within
120 days after the end of each fiscal year beginning with the end of the fiscal year following the date of this Indenture, and for so long as Securities of
any series remain Outstanding, the Trustee will mail to all Holders of the Securities of that series a brief report dated as of such reporting date that complies with TIA § 313(a)
(but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA
§ 313(b)(2). The Trustee will also transmit by mail all reports as required by TIA § 313(c). 


        (b)   A
copy of each report at the time of its mailing to the Holders of Securities will be mailed by the Trustee to the Issuer(s) and filed by the Trustee with the Commission
and each stock exchange on which such Securities are listed in accordance with TIA § 313(d). The Issuer(s) will promptly notify the Trustee when the Securities of any series are listed on
any stock exchange. 


Section 7.07    Compensation and Indemnity.  


        (a)   The
Issuer(s) will pay to the Trustee from time to time reasonable compensation as agreed upon between the Trustee and Issuer(s) for its acceptance of this Indenture and
services hereunder. The Trustee's compensation will not be limited by any law on compensation of a trustee of an express trust. The Issuer(s) will reimburse the Trustee promptly upon written request
for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services (including the reasonable compensation, disbursements and expenses of
the Trustee's agents and counsel), except any such disbursement, advances and expenses as shall be determined to have been caused by the Trustee's own negligence, bad faith or willful misconduct. 


        (b)   The
Issuer(s) and each Guarantor will indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuer(s) and the Guarantors (including this
Section 7.07) and defending itself against any claim (whether asserted by the Issuer(s), the Guarantors or any Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith, or willful misconduct. The Trustee will
notify the Issuer(s) in writing promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer(s) will not relieve the Issuer(s) or any of the Guarantors of
their obligations hereunder. The Issuer(s) or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Issuer(s) will pay the
reasonable fees and expenses of such counsel. Neither the Issuer(s) nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. 



        (c)   The
obligations of the Issuer(s) and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this Indenture. 


        (d)   To
secure the Issuer(s)' payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Securities of any series on all money or property
held or collected by the Trustee, except that held in trust to pay principal and interest on particular Securities of any series. Such Lien will survive the satisfaction and discharge of this
Indenture. 


35







 



        (e)   When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(7) or (8) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 


        (f)    The
Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable. 


Section 7.08    Replacement of Trustee.  



        (a)   A
resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee's acceptance of appointment as
provided in this Section 7.08. 


        (b)   The
Trustee may resign with respect to the Securities of one or more series in writing at any time and be discharged from the trust hereby created by so notifying the
Issuer(s). The Holders of a majority in aggregate principal amount of the then Outstanding Securities of any series may remove the Trustee with respect to the Securities of that series by so notifying
the Trustee and the Issuer(s) in writing. The Issuer(s) may remove the Trustee if: 



        (1)   the
Trustee fails to comply with Section 7.10 hereof; 


        (2)   the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; 


        (3)   a
custodian or public officer takes charge of the Trustee or its property; or 


        (4)   the
Trustee becomes incapable of acting. 




        (c)   If
the Trustee resigns, is removed, is incapable of acting or if a vacancy exists in the office of Trustee for any reason with respect to the Securities of one or more
series, the Issuer(s), by Board Resolution, will promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series. Within one year after the successor Trustee or
Trustees with respect to the Securities of any series takes office, the Holders of a majority in aggregate principal amount of the then Outstanding Securities of that series may appoint a successor
Trustee with respect to the Securities of that series to replace the successor Trustee appointed by the Issuer(s). 



        (d)   If
a successor Trustee with respect to the Securities of any series does not take office within 60 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Issuer(s), or the Holders of at least 10% in aggregate principal amount of the then Outstanding Securities of that series may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to Securities of that series. 


        (e)   If
the Trustee, after written request by any Holder of Securities of any series who has been a Holder of Securities of that series for at least six months, fails to
comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee with respect to Securities of
that series. 


        (f)    In
case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee will deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuer(s). Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights,
powers and duties of the Trustee under this Indenture without any further act, deed or conveyance. The successor Trustee will mail a notice of its succession to Holders. The retiring Trustee will
promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in
Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer(s)' obligations under Section 7.07 hereof will continue for the benefit
of the retiring Trustee. 


36







 



        (g)   In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Issuer(s), the retiring Trustee and
each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto, pursuant to Article 9 hereof, wherein each successor
Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary
or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring
shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on request of the Issuer(s) or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. 


        (h)   Upon
request of any such successor Trustee, the Issuer(s) shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor
Trustee all such rights, powers and trusts referred to in paragraph (f) and (g) of this Section, as the case may be. 



        (i)    No
successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. 


Section 7.09    Successor Trustee by Merger, etc.  


        If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor
corporation without any further act will be the successor Trustee, provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the part of the parties hereto. 


Section 7.10    Eligibility; Disqualification.  


        There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state
thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and
surplus of at least $100 million as set forth in its most recent published annual report of condition. 



        This
Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b). 


37







 



Section 7.11    Preferential Collection of Claims Against Issuer(s).  



        The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has
resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein. 


38








   ARTICLE 8  


 LEGAL DEFEASANCE AND COVENANT DEFEASANCE  


Section 8.01 Applicability of Article; Option to Effect Legal Defeasance or Covenant Defeasance.  



        If, pursuant to Section 2.02, provision is made for either or both of (a) defeasance of the Securities of
or within a series under Section 8.02 or (b) covenant defeasance of the Securities of or within a series under Section 8.03, then the
provisions of such Section or Sections, as the case may be, together with the other provisions of this Article (with such modifications thereto as may be specified pursuant to Section 2.02 with
respect to any Securities), shall be applicable to such Securities, and the Issuer(s) may at their option by Board Resolutions, at any time, with respect to such Securities, elect to have
Section 8.02 (if applicable) or Section 8.03 (if applicable) be applied to such Outstanding Securities upon compliance with the conditions set forth below in this Article. 


Section 8.02    Legal Defeasance and Discharge.  


        Upon the Issuer(s)' exercise under Section 8.01 hereof of the option applicable to this Section 8.02 with respect to any Outstanding Securities of
or within a series, the Issuer(s) and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged from their
obligations with respect to all such Outstanding Securities (including the related Securities Guarantees) on the date the conditions set forth below are satisfied (hereinafter,
"Legal Defeasance"). For this purpose, Legal Defeasance means that the Issuer(s) and the Guarantors will be deemed to have paid and discharged the
entire Debt represented by such Outstanding Securities (including the related Securities Guarantees), which will thereafter be deemed to be "Outstanding" only for the purposes of Section 8.05
hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Securities, such Guarantees and this
Indenture (and the Trustee, on demand of and at the expense of the Issuer(s), shall execute proper instruments acknowledging the same), except for the following provisions which will survive until
otherwise terminated or discharged hereunder: 



         (1)  the
rights of Holders of such Outstanding Securities to receive payments in respect of the principal of, or interest or premium and Additional Amounts, if any, on such
Securities when such payments are due from the trust referred to in Section 8.04 hereof; 


         (2)  the
Issuer(s)' obligations with respect to such Securities under Article 2 and Section 4.02 hereof; 


         (3)  the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer(s)' and the Guarantors' obligations in connection therewith; and 


         (4)  this
Article 8. 




        Subject
to compliance with this Article 8, the Issuer(s) may exercise their option under this Section 8.02 notwithstanding the prior exercise of their option under
Section 8.03 hereof. 


Section 8.03    Covenant Defeasance.  


        Upon the Issuer(s)' exercise under Section 8.01 hereof of the option applicable to this Section 8.03 with respect to any Outstanding Securities of
or within a series, the Issuer(s) and the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04, be released from each of their obligations under the covenant
contained in Section 4.04 and, if specified as contemplated by Section 2.02, its obligations under any other covenant, with respect to such Outstanding Securities on and after the date
the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, "Covenant Defeasance"), and such Securities will thereafter be deemed
not "Outstanding" for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in 


39







 



connection
with such covenants, but will continue to be deemed "Outstanding" for all other purposes hereunder. For this purpose, Covenant Defeasance means that, with respect to the Outstanding
Securities and the related Securities Guarantees, the Issuer(s) and the Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in
any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture
and such Securities and the related Securities Guarantees will be unaffected thereby. In addition, upon the Issuer(s)' exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 with respect to any Outstanding Securities of or within a series, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(4)
through 6.01(6) hereof will not constitute Events of Default. 


Section 8.04 Conditions to Legal or Covenant Defeasance.  


        In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof with respect to any Outstanding Securities of
or within a series: 



        (1)   the
Issuer(s) irrevocably deposit with the Trustee for the Securities of that series, in trust, for the benefit of the Holders, money in such currency or currencies, or
currency unit or currency units, in which such Security is then specified as payable at maturity, non-callable Government Obligations applicable to such Securities (determined on the basis
of the currency or currencies, or currency unit or currency units, in which such Securities are then specified as payable at maturity), or any combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of (including any sinking fund payment or analogous payments applicable to such
Outstanding Securities), premium and Additional Amounts, if any, and interest on such Outstanding Securities on the stated date for payment thereof or on the applicable redemption date, as the case
may be; 


        (2)   in
the case of an election under Section 8.02 hereof, the Issuer(s) have delivered to the Trustee for the Securities of that series an Opinion of Counsel in the
United States reasonably acceptable to such Trustee confirming that: 



          (i)  the
Issuer(s) have received from, or there has been published by, the IRS a ruling; or 


         (ii)  since
the date of this Indenture, there has been a change in the applicable federal income tax law, 




in
either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of such Outstanding Securities will not recognize income, gain or loss for federal income
tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred; 


        (3)   in
the case of an election under Section 8.03 hereof, the Issuer(s) must deliver to such Trustee for Securities of that series an Opinion of Counsel in the United
States reasonably acceptable to such Trustee confirming that the Holders of such Outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such
Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 


        (4)   no
Default or Event of Default shall have occurred in respect of Securities of that series and be continuing on the date of such deposit (other than a Default or Event
of Default in respect of that series resulting from the borrowing of funds to be applied to such deposit); 



40







 




        (5)   such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than
this Indenture in respect of Securities of that series) to which Ventas, Inc. or any of its Restricted Subsidiaries is a party or by which Ventas, Inc. or any of its Restricted
Subsidiaries is bound; 


        (6)   the
Issuer(s) must deliver to the Trustee for Securities of that series an Officers' Certificate stating that the deposit was not made by Issuer(s) with the intent of
preferring the Holders of such Securities over the other creditors of Issuer(s) with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer(s) or others; 


        (7)   the
Issuer(s) must deliver to the Trustee for Securities of that series an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent
provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and 


        (8)   notwithstanding
any other provisions of this Section, such Legal Defeasance or Covenant Defeasance shall be effected in compliance with any additional or substitute
terms, conditions or limitations which may be imposed on the Issuer(s) in connection therewith pursuant to Section 2.02. 




Section 8.05    Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.  



        Subject to Section 8.06 hereof, all money, Government Obligations or other property as may be provided pursuant to Section 2.02 (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the "Trustee")
pursuant to Section 8.04 in respect of any Outstanding Securities of any series will be held in trust and applied by such Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent (including the Issuer(s) acting as Paying Agent) as such Trustee may determine, to the Holders of such Securities of all sums due
and to become due thereon in respect of principal, premium and Additional Amounts, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. 


        The
Issuer(s) will pay and indemnify such Trustee against any tax, fee or other charge imposed on or assessed against the money or non-callable Government Obligations
deposited pursuant to Section 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of such
Outstanding Securities. 


        Notwithstanding
anything in this Article 8 to the contrary, such Trustee will deliver or pay to the Issuer(s) from time to time upon the request of the Issuer(s) any money or
non-callable Government Obligations held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to such Trustee (which may be the opinion delivered under Section 8.04(1)), are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 


Section 8.06    Repayment to Issuer(s).  


        Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer(s), in trust for the payment of the principal of, premium or Additional
Amounts, if any, or interest on any Security and remaining unclaimed for two years after such principal, premium or Additional Amounts, if any, or interest has become due and payable shall be paid to
the Issuer(s) on their request or (if then held by the Issuer(s)) will be discharged from such trust; and the Holder of such Security will thereafter be permitted to look only to the Issuer(s) for
payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer(s) as trustee thereof, will 


41







 



thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Issuer(s) cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which
will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer(s). 


Section 8.07    Reinstatement.  



        (a)   If
the Trustee or Paying Agent is unable to apply any money or non-callable Government Obligations deposited in respect of Securities of or within a series
in accordance with Section 8.02 or 8.03, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Issuer(s)' and the Guarantor's obligations under this Indenture and such Securities and the related Securities Guarantees will be revived and reinstated as though no deposit had
occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as
the case may be; provided, however, that unless otherwise provided in the Board Resolution or indenture
supplemental hereto pursuant to which such Securities shall have been issued, the principles set forth in paragraphs (b) and (c) of this Section 8.07 shall apply following such
reinstatement; provided further, however, that if the Issuer(s) makes any payment of principal of,
premium or Additional Amounts, if any, or interest on any Security following the reinstatement of its obligations, the Issuer(s) will be subrogated to the rights of the Holders of such Securities to
receive such payment from the money held by the Trustee or Paying Agent. 


        (b)   If
reinstatement of the Issuer(s)' and Guarantors' obligations under this Indenture, the Securities and the related Securities Guarantees shall occur as provided in
Section 8.07(a), such reinstatement shall be deemed to have occurred as of the date of such deposit except that no Default will be deemed to have occurred solely by reason of a breach while any
such obligation was suspended. 


        (c)   Neither
(1) the continued existence following the reinstatement of the foregoing obligations of facts and circumstances
or obligations that were incurred or otherwise came into existence while the foregoing obligations were suspended nor (2) the performance of any such
obligations, including the consummation of any transaction pursuant to, and on materially the same terms as, a contractual agreement in existence prior to the reinstatement of the foregoing
obligations, shall constitute a breach of any such obligations or cause a Default or Event of Default in respect thereof; provided, however, that
(A) Ventas, Inc. and its Restricted Subsidiaries did not incur or otherwise cause such facts and circumstances or obligations to exist in
anticipation of the reinstatement of the foregoing obligations and (B) Ventas, Inc. and its Restricted Subsidiaries did not reasonably believe
that such incurrence or actions would result in such reinstatement. For purposes of clause (2) above, any increase in the consideration to be paid prior to such amendment or modification to the
terms of an existing obligation following the reinstatement of the foregoing obligations that does not exceed 10% of the consideration that was to be paid prior to such amendment or modification shall
not be deemed a "material" amendment or modification. For purposes of clauses (A) and (B) above, anticipation and reasonable belief may be determined by Ventas, Inc. and shall be
conclusively evidenced by a board resolution to such effect adopted by the Board of Directors of Ventas, Inc. 


42







 


ARTICLE 9  


 AMENDMENT, SUPPLEMENT AND WAIVER  


Section 9.01 Without Consent of Holders of Securities.  



        Notwithstanding Section 9.02 of this Indenture, the Issuer(s), the Guarantors and the Trustee may amend or supplement this Indenture, the Securities
Guarantees or the Securities without the consent of any Holder of a Security: 



        (1)   to
cure any ambiguity, defect or inconsistency; 


        (2)   to
provide for uncertificated Securities in addition to or in place of certificated Securities; 


        (3)   to
provide for the assumption of the Issuer(s)' obligations to Holders of Securities in the case of a merger or consolidation or sale of all or substantially all of the
Issuer(s)' assets; 


        (4)   to
add to the covenants of the Issuer(s) for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than
all series of Securities, stating that such covenants are expressly being included solely for the benefit of that series) or to surrender any right or power herein conferred upon the Issuer(s); 


        (5)   to
add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of
less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of that series); provided,  however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default
(which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee
upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or, those series of Securities to which such additional Events of Default apply to waive
such default; 


        (6)   to
change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become
effective only when there is no Security outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; 



        (7)   to
establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.02, including the provisions and procedures relating to Securities
convertible into Ventas, Inc. Common Stock; 


        (8)   to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change
any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; 


        (9)   to
supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of
Securities pursuant to Sections 8.02, 8.03 and 11.01, provided that any such action shall not adversely affect the interests of the Holders of
Securities of that series or any other series of Securities in any material respect; 


        (10) to
add additional Securities Guarantees with respect to the Securities; 


        (11) to
secure the Securities; 


        (12) to
subordinate the indebtedness evidenced by the Securities to any indebtedness of the Issuer(s) other than the Senior Indebtedness; 



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        (13) to
make any other change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights under this
Indenture of any such Holder; or 



        (14) to
comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA. 




Section 9.02    With Consent of Holders of Securities.  


        Except as provided below in this Section 9.02, the Issuer(s), the Guarantors and the Trustee may amend or supplement this Indenture, the Securities
Guarantees and the Securities with the consent of the Holders of at least a majority in aggregate principal amount of the then Outstanding Securities affected by such amendment or supplemental
indenture voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities), and, subject to
Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Additional Amounts, if any, or
interest on the Securities, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Securities Guarantees or the
Securities may be waived generally or in a particular instance with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Securities affected thereby voting as
a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities). 



        However,
without the consent of the Holder of each Outstanding Security affected thereby, an amendment or waiver under this Section 9.02 may not (with respect to any Securities
held by a non-consenting Holder): 



        (1)   reduce
the principal amount of Securities of any series whose Holders must consent to an amendment, supplement or waiver; 


        (2)   change
the stated maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to Section 6.02, or adversely affect any right of repayment at the option of the Holder of any Security, or reduce the amount of, or postpone the
date fixed for, the payment of any sinking fund or analogous obligation, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity thereof (or, in
the case of redemption, on or after the redemption date), in each case other than the amendment or waiver in accordance with the terms of this Indenture of any covenant or related definition included
pursuant to Section 2.02 that provides for an offer to repurchase any Securities of a series upon a sale of assets or change of control transaction; 



        (3)   waive
a Default or Event of Default in the payment of principal of, or interest or premium, or Additional Amounts, if any, on the Securities of any series (except a
rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the Securities of that series then Outstanding and a waiver of the payment Default
that resulted from such acceleration); 


        (4)   make
any Security payable in a currency or currencies or currency unit or currency units other than that stated in the Securities; 



        (5)   make
any change in Section 6.04 or 6.07 hereof relating to waivers of past Defaults or the rights of Holders of Securities to receive payments of principal of, or
interest or premium or Additional Amounts, if any, on the Securities; 



44







 




        (6)   release
any Guarantor from any of its obligations under its Securities Guarantee or this Indenture, except in accordance with the terms of this Indenture; 



        (7)   impair
the rights of Holders to convert their Securities, if convertible, upon the terms established pursuant to or in accordance with the provisions of this Indenture;
or 


        (8)   make
any change in the amendment and waiver provisions set forth in clauses (1) through (8) of this Section 9.02. 




        Section 2.09
hereof shall determine which Securities are considered to be "Outstanding" for purposes of this Section 9.02. 



        A
supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of Holders of one or more
particular series of Securities, or which modifies the rights of the Holders of Securities of that series with respect to such covenant or other provision, shall be deemed not to affect the rights
under this Indenture of the Holders of Securities of any other series. 


        It
is not necessary for the consent of the Holders of Securities under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is sufficient
if such consent approves the substance thereof. 


        After
an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer(s) will mail to the Holders of Securities affected thereby a notice briefly
describing the amendment, supplement or waiver. Any failure of the Issuer(s) to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended
or supplemental indenture or waiver. 


Section 9.03    Compliance with Trust Indenture Act.  


        Every amendment or supplement to this Indenture or the Securities will be set forth in an amended or supplemental indenture that complies with the TIA as then in
effect. 


Section 9.04    Revocation and Effect of Consents.  


        Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder of a Security and
every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder's Security, even if notation of the consent is not made on any Security. However,
any such Holder of a Security or subsequent Holder of a Security may revoke the consent as to its Security if the Trustee receives written notice of revocation before the date the waiver, supplement
or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 


Section 9.05    Notation on or Exchange of Securities.  


        The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Outstanding Security thereafter authenticated. The Issuer(s) in
exchange for all Outstanding Securities of a series may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Securities of that series that reflect the amendment,
supplement or waiver. 


        Failure
to make the appropriate notation or issue a new Security of that series will not affect the validity and effect of such amendment, supplement or waiver. 


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Section 9.06    Trustee to Sign Amendments, etc.  


        Upon the request of the Issuer(s) accompanied by Board Resolutions authorizing the execution of any amended or supplemental indenture, and upon the filing with
the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof,
the Trustee will join with the Issuer(s) in the execution of an amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee's own rights, duties,
liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. In
executing any amended or supplemental indenture, the Trustee will be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the
documents required by Section 14.04 hereof, an Officers' Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by
this Indenture. 


ARTICLE 10  


 SECURITIES GUARANTEES  


Section 10.01    Applicability of Article; Securities Guarantee.  



        (a)   If
the Issuer(s) elect to issue any series of Securities with the benefit of Securities Guarantees as contemplated by Section 2.02, then the provisions of this
Article 10 (with such modifications thereto as may be specified pursuant to Section 2.02 with respect to any series of Securities), will be applicable to such Securities. Each reference
in this Article 10 to a "Security" or "the Securities" refers to the Securities of the particular series as to which provision has been made for such Securities Guarantees. If more than one
series of Securities as to which such provision has been made are Outstanding at any time, the provisions of this Article 10 shall be applied separately to each that series. 



        (b)   Subject
to this Article 10, each of the Guarantors, jointly and severally, fully and unconditionally guarantees to each Holder of a Security of any series issued
with the benefit of Securities Guarantees authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this
Indenture, such Security or the obligations of the Issuer(s) hereunder or thereunder, that: 



        (1)   the
principal of, premium and Additional Amounts, if any, and interest on such Security 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 such Security, if any, if lawful, and all other obligations of the Issuer(s) 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 


        (2)   in
case of any extension of time of payment or renewal of any Securities of that series 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 will be jointly and severally obligated to pay the same immediately. Each
Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 


        (c)   The
Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Securities of any
series issued with the benefit of Securities Guarantees or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of that series with
respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer(s), any action to enforce the same or any other 


46







 



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 Securities of that series. Each
Guarantor in respect of a series of Securities hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer(s) in
respect of that series, any right to require a proceeding first against the Issuer(s), protest, notice and all demands whatsoever and covenant that this Securities Guarantee will not be discharged
except by complete performance of the obligations contained in such Securities and this Indenture. 


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


        (e)   Each
Guarantor agrees that it will 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. Each Guarantor further agrees that, 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 hereof for the purposes of its Securities
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 hereof, such obligations (whether or not due and
payable) will forthwith become due and payable by such Guarantor for the purpose of its Securities Guarantee. The Guarantors will 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 Securities Guarantee. 


Section 10.02 Limitation on Guarantor Liability.  


        Each Guarantor, and by its acceptance of Securities of any series issued with the benefit of Securities Guarantees, each Holder, hereby confirms that it is the
intention of all such parties that the Securities Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act,
the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Securities Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the
Guarantors hereby irrevocably agree that the obligations of each such Guarantor will, after giving effect to any maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such laws, 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 this Article 10, result in the obligations of such Guarantor under its Securities Guarantee not
constituting a fraudulent transfer or conveyance. 


Section 10.03 Execution and Delivery of Securities Guarantee.  


        To evidence its Securities Guarantee set forth in Section 10.01 in respect of Securities of a series issued with the benefit of Securities Guarantees, each
Guarantor hereby agrees that a notation of such Securities Guarantee substantially in the form as shall be established in one or more indentures supplemental hereto or approved from time to time
pursuant to Board Resolutions in accordance with Section 2.02, will be endorsed by an Officer of such Guarantor on each Security of that series authenticated and delivered by the Trustee and
that this Indenture will be executed on behalf of such Guarantor by one of its Officers. 


        Each
Guarantor hereby agrees that its Securities Guarantee set forth in Section 10.01 will remain in full force and effect notwithstanding any failure to endorse on each Security
of that series a notation of such Securities Guarantee. 


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        If
an Officer whose signature is on this Indenture or on the Securities Guarantee no longer holds that office at the time the Trustee authenticates the Security of that series on which a
Securities Guarantee is endorsed, such Securities Guarantee will be valid nevertheless. 


        The
delivery of any Security of a series issued with the benefit of Securities Guarantees by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the
Securities Guarantee set forth in this Indenture on behalf of the Guarantors. 



Section 10.04 Guarantors May Consolidate, etc., on Certain Terms.  


        Subject to Article 5 and except as otherwise may be provided in a supplemental indenture pursuant to Section 2.02 in respect of the release of
Guarantors in connection with a sale of assets permitted by such supplemental indenture or otherwise, no Guarantor 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 Guarantor is the surviving Person), another Person, other than the Issuer(s) or another Guarantor,
unless: 



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



        (2)   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 the obligations of
that Guarantor under thise Indenture and its Securities Guarantee pursuant to a supplemental indenture. 




        In
case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, of the Securities Guarantee endorsed upon the
Securities of any series and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be
substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Securities Guarantees to be
endorsed upon all of the Securities of that series issuable hereunder which theretofore shall not have been signed by the Issuer(s) and delivered to the Trustee. All the Securities Guarantees so
issued will in all respects have the same legal rank and benefit under this Indenture as the Securities Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as
though all of such Securities Guarantees had been issued at the date of the execution hereof. 


        Except
as set forth in Article 5 or as otherwise may be provided in a supplemental indenture pursuant to Section 2.02, and notwithstanding this Section 10.04,
nothing contained in this Indenture or in any of the Securities of any series will prevent any consolidation or merger of a Guarantor with or into the Issuer(s) or another Guarantor of that series, or
will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer(s) or another Guarantor of that series. 


Section 10.05 Subordination of Securities Guarantees.  


        The Securities Guarantees of each Guarantor shall be subordinated to the prior payment in full of all Senior Indebtedness of that Guarantor (in the same manner
and to the same extent that the Securities are subordinated to Senior Indebtedness), which shall include all guarantees of Senior Indebtedness. 


48








   ARTICLE 11  


 SATISFACTION AND DISCHARGE  


Section 11.01 Satisfaction and Discharge.  


        This Indenture will be discharged and will cease to be of further effect as to any series of Securities issued hereunder (except as to any surviving rights of
registration of transfer or exchange of Securities of that series herein expressly provided for and the right to receive Additional Amounts), when: 



        (1)   either:




        (A)  all
Securities of that series that have been authenticated (except lost, stolen or destroyed Securities that have been replaced or paid and Securities for whose payment
money has theretofore been deposited in trust and thereafter repaid to the Issuer(s)) have been delivered to the Trustee for cancellation; or 



        (B)  all
Securities of that series that have not been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption
or otherwise or will become due and payable within one year and the Issuer(s) or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee for Securities of that series as
trust funds in trust solely for the benefit of the Holders, money in such currency or currencies, or currency unit or currency units, in which such Securities are then specified as payable at
maturity, non-callable Government Obligations applicable to such Securities (determined on the basis of the currency or currencies, or currency unit or currency units, in which such
Securities are then specified as payable at maturity), or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the
entire indebtedness on such Securities not delivered to the Trustee for cancellation for principal, premium and Additional Amounts, if any, and accrued interest to the date of maturity or redemption; 




        (2)   no
Default or Event of Default with respect to the Securities of that series has occurred and is continuing on the date of such deposit or will occur as a result of such
deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer(s) or any Guarantor are a party or by which the Issuer(s)
or any Guarantor are bound; 


        (3)   the
Issuer(s) or any Guarantor have paid or caused to be paid all sums payable by them under this Indenture with respect to the Securities of that series; and 


        (4)   the
Issuer(s) have delivered irrevocable instructions to the Trustee for Securities of that series, to apply the money on deposit in the trust referred to in subclause
(B) of clause (1) above toward the payment of such Securities at maturity or on the redemption date, as the case may be. 




        In
addition, the Issuer(s) must deliver an Officers' Certificate and an Opinion of Counsel to the Trustee for Securities of that series stating that all conditions precedent to
satisfaction and discharge have been satisfied. 


        Notwithstanding
the satisfaction and discharge of this Indenture in respect of Securities of a series, if money has been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the provisions of Section 11.02 and Section 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those
provisions of Section 7.07 that, by their terms, survive the satisfaction and discharge of this Indenture. 


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Section 11.02 Application of Trust Money.  


        Subject to the provisions of Section 8.06, all money deposited with the Trustee in respect of any Securities pursuant to Section 11.01 shall be held
in trust and applied by it, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer(s) acting as
their own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest and Additional Amounts for whose payment such money has been
deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law and Section 2.05. 


        If
the Trustee or Paying Agent is unable to apply any money or Government Obligations in accordance with Section 11.01 in respect of any Securities by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer(s)' and any Guarantor's obligations
under this Indenture and such Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 and the provisions of Section 8.07 shall apply to the
extent provided therein. 


ARTICLE 12  


 CONVERSION OF SECURITIES  


Section 12.01 Applicability of Article.  


        Securities of any series issued by Ventas, Inc. which are convertible into Common Stock at the option of the Holder of such Securities shall be convertible
in accordance with their terms and (unless otherwise specified as contemplated by Section 2.02 for the Securities of any series) in accordance with this Article. Each reference in this
Article 12 to "a Security" or "the Securities" refers to the Securities of the particular series that is convertible into Common Stock. If more than one series of Securities with conversion
privileges is Outstanding at any time, the provisions of this Article 12 shall be applied separately to each that series. 


Section 12.02 Right of Holders to Convert Securities into Common Stock.  


        Subject to and upon compliance with the terms of the Securities and the provisions of this Article 12, at the option of the Holder thereof, any Security of
any series of any authorized denomination which is convertible into Common Stock, or any portion of the principal amount thereof which is $1,000 or any integral multiple of $1,000, may, at any time
during the period specified in the Securities of that series, or in case such Security or portion thereof shall have been called for redemption, then in respect of such Security or portion thereof
until and including, but not after (unless Ventas, Inc. shall default in payment due upon the redemption thereof) the close of business on the Business Day prior to the redemption date (except
that in the case of repayment at the option of the Holder, if specified in the terms of the relevant Security, such right shall terminate upon Ventas, Inc.'s receipt of written notice of the
exercise of such option), be converted into duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, as specified in such Security, at the conversion price or conversion
rate for each $1,000 principal amount of Securities (such initial conversion rate reflecting an initial conversion price specified in such Security) in effect on the conversion date, or, in case an
adjustment in the conversion price has taken place pursuant to the provisions of this Article 12, then at the applicable conversion price as so adjusted, upon surrender of the Security or
Securities, the principal amount of which is so to be converted, to Ventas, Inc. at any time during usual business hours at the office or agency to be maintained by it in accordance with the
provisions of Section 4.02, accompanied by a written notice of election to convert as provided in Section 12.03 and, if so required by Ventas, Inc. and/or the Trustee, by a
written instrument or instruments of transfer in form satisfactory to Ventas, Inc. and/or the Trustee, as applicable, duly executed by the Holder thereof or his attorney duly authorized in
writing. All Securities surrendered 


50







 



for
conversion shall, if surrendered to Ventas, Inc. or any conversion agent, be delivered to the Trustee for cancellation and cancelled by it, or shall, if surrendered to the Trustee, be
cancelled by it, as provided in Section 2.12. 


        The
initial conversion price or conversion rate in respect of a series of Securities shall be as specified in the Securities of that series. The conversion price or conversion rate will
be subject to adjustment on the terms set forth in Section 12.05 or such other or different terms, if any, as may be specified as contemplated by Section 2.02 for Securities of that
series. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of any portion of it. 


Section 12.03 Issuance of Shares of Common Stock on Conversions.  


        As promptly as practicable after the surrender, as herein provided, of any Security or Securities for conversion into Common Stock, Ventas, Inc. shall
deliver or cause to be delivered at its said office or agency to or upon the written order of the Holder of the Security or Securities so surrendered a certificate or certificates representing the
number of duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock into which such Security or Securities may be converted in accordance with the terms thereof and the provisions of this Article 12. Prior to delivery of
such certificate or certificates, Ventas, Inc. shall require written notice at its said office or agency from the Holder of the Security or Securities so surrendered stating that the Holder
irrevocably elects to convert such Security or Securities, or, if less than the entire principal amount thereof is to be converted, stating the portion thereof to be converted. Such notice shall also
state the name or names (with address and social security or other taxpayer identification number) in which said certificate or certificates are to be issued. Such conversion shall be deemed to have
been made at the time that such Security or Securities shall have been surrendered for conversion and such notice shall have been received by Ventas, Inc. or the Trustee, the rights of the
Holder of such Security or Securities as a Holder shall cease at such time, the Person or Persons entitled to receive the shares of Common Stock upon conversion of such Security or Securities shall be
treated for all purposes as having become either record holder or holders of such shares of Common Stock at such time and such conversion shall be at the conversion price in effect at such time. In
the case of any Security of any series which is converted in part only, upon such conversion, Ventas, Inc. shall execute and, upon Ventas, Inc.'s request and at Ventas, Inc.'s
expense, the Trustee or an authenticating agent shall authenticate and deliver to the Holder thereof, as requested by such Holder, a new Security or Securities of that series of authorized
denominations in aggregate principal amount equal to the unconverted portion of such Security. 


        If
the last day on which such Security may be converted is not a Business Day in a place where the conversion agent for that Security is located, such Security may be surrendered to that
conversion agent on the next succeeding day that is a Business Day. 


        Ventas, Inc.
shall not be required to deliver certificates for shares of Common Stock upon conversion while its stock transfer books are closed for a meeting of shareholders or
for the payment of dividends or for any other purpose, but certificates for shares of Common Stock shall be delivered as soon as the stock transfer books shall again be opened. 


Section 12.04 No Payment or Adjustment for Interest or Dividends.  


        Unless otherwise specified as contemplated by Section 2.02 for Securities of that series, Securities surrendered for conversion into Common Stock during
the period from the close of business on any Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (except Securities called for redemption on a
redemption date within such period) when surrendered for conversion must be accompanied by payment (by certified or official bank check to the order of Ventas, Inc. payable by check or clearing
house funds at the location where the Securities are surrendered) of an amount equal to the interest thereon which the Holder is entitled to receive on 


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such
Interest Payment Date. Payment of interest shall be made, on such Interest Payment Date or such other payment date (as set forth in Section 2.13), as the case may be, to the Holder of the
Securities as of such Record Date. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by
Ventas, Inc. on any Interest Payment Date subsequent to the date of conversion. No other payment or adjustment for interest or dividends is to be made upon conversion. Notwithstanding the
foregoing, upon conversion of any Original Issue Discount Security, the fixed number of shares of Common Stock into which such Security is convertible delivered by Ventas, Inc. to the Holder
thereof shall be applied, first, to the portion attributable to the accrued original issue discount relating to the period from the date of issuance to the date of conversion of such Security, and,
second, to the portion attributable to the balance of the principal amount of such Security. 


Section 12.05 Adjustment of Conversion Price.  


        Unless otherwise specified as contemplated by Section 2.02 for Securities of that series, the conversion price for Securities convertible into Common Stock
shall be adjusted from time to time as follows: 


        (a)   In
case Ventas, Inc. shall (1) pay a dividend or make a distribution on Common Stock in shares of Common Stock,
(2) subdivide the outstanding Common Stock into a greater number of shares or (3) combine the
outstanding Common Stock into a smaller number of shares, the conversion price for the Securities of that series shall be adjusted so that the Holder of any such Security thereafter surrendered for
conversion shall be entitled to receive the number of shares of Common Stock which he would have owned or have been entitled to receive after the happening of any of the events described above had
such Security been converted immediately prior to the record date in the case of a dividend or distribution or the effective date in the case of subdivision or combination. An adjustment made pursuant
to this paragraph (a) shall become effective immediately after the record date in the case of a dividend or distribution, except as provided in paragraph (h) below, and shall become
effective immediately after the effective date in the case of a subdivision or combination. 


        (b)   In
case Ventas, Inc. shall issue rights or warrants to all holders of Common Stock entitling them (for a period expiring within 45 days after the record
date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share of Common Stock (as defined for purposes of this
paragraph (b) in paragraph (e) below), at the record date for the determination of stockholders entitled to receive such rights or warrants, the conversion price in effect immediately
prior thereto shall be adjusted so that the same shall equal the price determined by multiplying the conversion price in effect immediately prior to the date of issuance of such rights or warrants by
a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares of Common Stock which the
aggregate offering price of the total number of shares of Common Stock so offered would purchase at such current market price, and the denominator of which shall be the number of shares of Common
Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock receivable upon exercise of such rights or warrants. Such adjustment shall be
made successively whenever any such rights or warrants are issued, and shall become effective immediately, except as provided in paragraph (h) below, after such record date. In determining
whether any rights or warrants entitle the Holders of the Securities of that series to subscribe for or purchase shares of Common Stock at less than such current market price, and in determining the
aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by Ventas, Inc. for such rights or warrants plus the exercise price
thereof, the value of such consideration or exercise price, as the case may be, if other than cash, to be determined by the Board of Directors. 


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        (c)   In
case Ventas, Inc. shall distribute to all holders of Common Stock any shares of Capital Stock of Ventas, Inc. (other than Common Stock) or evidences of
its indebtedness or assets (excluding cash dividends or distributions paid from retained earnings of Ventas, Inc.) or rights or warrants to subscribe for or purchase any of its securities
(excluding those rights or warrants referred to in paragraph (b) above) (any of the foregoing being herein in this paragraph (c) called the "Special
Securities"), then, in each such case, unless Ventas, Inc. elects to reserve such Special Securities for distribution to the Holders of Securities of that series upon
the conversion so that any such Holder converting such Securities will receive upon such conversion, in addition to the shares of Common Stock to which such Holder is entitled, the amount and kind of
Special Securities which such Holder would have received if such Holder had, immediately prior to the record date for the distribution of the Special Securities, converted Securities into Common
Stock, the conversion price shall be adjusted so that the same shall equal the price determined by multiplying the conversion price in effect immediately prior to the date of such distribution by a
fraction the numerator of which shall be the current market price per share (as defined for purposes of this paragraph (c) in paragraph (e) below) of Common Stock on the record date
mentioned above less the then fair market value (as determined by the Board of Directors, whose determination shall, if made in good faith, be conclusive) of the portion of the Special Securities so
distributed applicable to one share of Common Stock, and the denominator of which shall be the current market price per share (as defined in paragraph (e) below) of Common Stock;  provided, however,
that in the event the then fair market value (as so determined) of the portion of the Special Securities so distributed applicable to
one share of Common Stock is equal to or greater than the current market price per share (as defined in paragraph (e) below) of Common Stock on the record date mentioned above, in lieu of the
foregoing adjustment, adequate provision shall be made so that each Holder of Securities of that series shall have the right to receive the amount and kind of Special Securities such Holder would have
received had such Holder converted such Securities immediately prior to the record date for the distribution of the Special Securities. Such adjustment shall become effective immediately, except as
provided in paragraph (h) below, after the record date for the determination of stockholders entitled to receive such distribution. 


        (d)   If,
pursuant to paragraph (b) or (c) above, the number of shares of Common Stock shall have been adjusted because Ventas, Inc. has declared a
dividend, or made a distribution, on the outstanding shares of Common Stock in the form of any right or warrant to purchase securities of Ventas, Inc., or Ventas, Inc. has issued any
such right or warrant, then, upon the expiration of any such unexercised right or unexercised warrant, the conversion price shall forthwith be adjusted to equal the conversion price that would have
applied had such right or warrant never been declared, distributed or issued. 


        (e)   For
the purpose of any computation under paragraph (b) above, the current market price per share of Common Stock on any date shall be deemed to be the average of
the reported last sales prices for the 30 consecutive Trading Days (as defined below) commencing 45 Trading Days before the date in question. For the purpose of any computation under
paragraph (c) above, the current market price per share of Common Stock on any date shall be deemed to be the average of the reported last sales prices for the 10 consecutive Trading Days
before the date in question. The reported last sales price for each day (whether for purposes of paragraph (b) or paragraph (c)) shall be the reported last sales price, regular way, or,
in case no sale takes place on such day, the average of the reported closing bid and asked prices, regular way, in either case as reported on the New York Stock Exchange Composite Tape or, if the
Common Stock is not listed or admitted to trading on the New York Stock Exchange, on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if not
listed or admitted to trading on any national securities exchange, on the National Market System of the National Association of Securities Dealers, Inc. Automated Quotations System
("NASDAQ") or, if the Common Stock is not quoted on such National Market System, the average of the closing bid and asked prices on such day in the
over-the-counter market as reported by NASDAQ or, if bid and asked prices for the Common Stock on each such day shall not have been reported through NASDAQ, the average of the
bid and asked prices for such day as furnished by any New York Stock Exchange 


53







 



member
firm regularly making a market in the Common Stock selected for such purpose by the Board of Directors of Ventas, Inc. or a committee thereof or, if no such quotations are available, the
fair market value of the Common Stock as determined by a New York Stock Exchange Member firm regularly making a market in the Common Stock selected for such purpose by the Board of Directors of
Ventas, Inc. or a committee thereof or, if no such quotations are available, the fair market value of the Common Stock as determined by a New York Stock Exchange member firm regularly making a
market in the Common Stock selected for such purpose by the Board of Directors of Ventas, Inc. or a committee thereof. As used herein, the term "Trading
Day" with respect to the Common Stock means (1) if the Common Stock is listed or admitted for trading on the New York Stock
Exchange or another national securities exchange, a day on which the New York Stock Exchange or such other national securities exchange is open for business or
(2) if the Common Stock is quoted on the National Market System of the NASDAQ, a day on which trades may be made on such National Market System or
(3) otherwise, any day other than a Saturday or Sunday or a day on which banking institutions in the State of New York are authorized or obligated by
law or executive order to close. 


        (f)    No
adjustment in the conversion price shall be required unless such adjustment would require an increase or decrease of at least 1% in such price;  provided, however, that any adjustments which by reason of
this paragraph (f) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment; and, provided, further, that adjustment shall be required and made in accordance with the provisions of this
Article 12 (other than this paragraph (f)) not later than such time as may be required in order to preserve the tax free nature of a distribution to the holders of Common Stock. All
calculations under this Article 12 shall be made to the nearest cent or to the nearest 1/100 of a share, as the case may be, with one-half cent and 1/200 of a share, respectively,
being rounded upward. Anything in this Section 12.05 to the contrary notwithstanding, Ventas, Inc. shall be entitled to make such reductions in the conversion price, in addition to those
required by this Section 12.05, as it in its discretion shall determine to be advisable in order that any stock dividend, subdivision of shares, distribution of rights or warrants to purchase
stock or securities, or distribution of other assets (other than cash dividends) hereafter made by Ventas, Inc. to its stockholders shall not be taxable. 



        (g)   Whenever
the conversion price is adjusted, as herein provided, Ventas, Inc. shall promptly file with the Trustee, at the corporate trust office of the Trustee,
and with the office or agency maintained by Ventas, Inc. for the conversion of Securities of that series pursuant to Section 4.02, an Officers' Certificate, setting forth the conversion
price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment. Neither
the Trustee nor any conversion agent shall be under any duty or responsibility with respect to any such certificate or any facts or computations set forth therein, except to exhibit said certificate
from time to time to any Holder of a Security of that series desiring to inspect the same. Ventas, Inc. shall promptly cause a notice setting forth the adjusted conversion price to be mailed to
the Holders of Securities of that series, as their names and addresses appear upon the Security Register of Ventas, Inc. 


        (h)   In
any case in which this Section 12.05 provides that an adjustment shall become effective immediately after a record date for an event, Ventas, Inc. may
defer until the occurrence of such event (1) issuing to the Holder of any Security of that series converted after such record date and before the
occurrence of such event the additional shares of the Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above the Common Stock issuable upon such
conversion before giving effect to such adjustment and (2) paying to such Holder any amount in cash in lieu of any fractional share of Common Stock
pursuant to Section 12.06 hereof. 


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Section 12.06 No Fractional Shares to be Issued.  


        No fractional shares of Common Stock shall be issued upon any conversion of Securities. If more than one Security of any series shall be surrendered for
conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities
of that series (or specified portions thereof to the extent permitted hereby) so surrendered. Instead of a fraction of a share of Common Stock which would otherwise be issuable upon conversion of any
Security or Securities (or specified portions thereof), Ventas, Inc. shall pay a cash adjustment (computed to the nearest cent, with one-half cent being rounded upward) in respect
of such fraction of a share in an amount equal to the same fractional interest of the reported last sales price (as defined in Section 12.05(e)) of the Common Stock on the Trading Day (as
defined in Section 12.05(e)) next preceding the day of conversion. 


Section 12.07 Preservation of Conversion Rights Upon Consolidation, Merger, Sale or Conveyance.  


        In case of any consolidation of Ventas, Inc. with, or merger of Ventas, Inc. into, any other corporation (other than a consolidation or merger in
which the Ventas, Inc. is the continuing corporation), or in the case of any sale or transfer of all or substantially all of the assets of Ventas, Inc., the corporation formed by such
consolidation or the corporation into which Ventas, Inc. shall have been merged or the corporation which shall have acquired such assets, as the case may be, shall execute and deliver to the
Trustee, a supplemental indenture, in accordance with the provisions of Articles 5 and 9 as they relate to supplemental indentures, providing that the Holder of each Security then Outstanding of a
series which was convertible into Common Stock shall have the right thereafter to convert such Security into the kind and amount of shares of stock and other securities and property, including cash,
receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock of Ventas, Inc. into which such Securities might have been converted immediately
prior to such consolidation, merger, sale or transfer. Such supplemental indenture shall conform to the provisions of the TIA as then in effect and shall provide for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided for in this Article 12. Neither the Trustee nor any conversion agent shall have any liability or responsibility for
determining the correctness of any provision contained in any such supplemental indenture relating either to the kind or amount of shares of stock or other securities or property receivable by Holders
of the Securities upon the conversion of their Securities after any such consolidation, merger, sale or transfer, or to any adjustment to be made with respect thereto and, subject to the provisions of
§ 3.13 of the TIA, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, an Officers' Certificate with respect thereto and an
Opinion of Counsel with respect to legal matters related thereto. If in the case of any such consolidation, merger, sale or transfer, the stock or other securities and property receivable by a Holder
of the Securities includes stock or other securities and property of a corporation other than the successor or purchasing corporation, then such supplemental indenture shall also be executed by such
other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary. The above
provisions of this Section 12.07 shall similarly apply to successive consolidations, mergers, sales or transfers. 


Section 12.08 Notice to Holders of the Securities of a Series Prior to Taking Certain Types of Action.  


        With respect to the Securities of any series, in case: 



        (a)   Ventas, Inc.
shall authorize the issuance to all holders of Common Stock of rights or warrants to subscribe for or purchase shares of its Capital Stock or of any
other right; 


55







 



        (b)   Ventas, Inc.
shall authorize the distribution to all holders of Common Stock of evidences of indebtedness or assets (except for cash dividends or distributions
paid from retained earnings of Ventas, Inc.); 


        (c)   of
any subdivision or combination of Common Stock or of any consolidation or merger to which Ventas, Inc. is a party and for which approval by the shareholders of
Ventas, Inc. is required, or of the sale or transfer of all or substantially all of the assets of Ventas, Inc.; or 


        (d)   of
the voluntary or involuntary dissolution, liquidation or winding up of Ventas, Inc.; 


then
Ventas, Inc. shall cause to be filed with the Trustee and at the office or agency maintained for the purpose of conversion of Securities of that series pursuant to Section 4.02, and
shall cause to be mailed to the Holders of Securities of that series, at their last addresses as they shall appear on the register of Ventas, Inc. maintained by the Registrar, at least
10 days prior to the applicable record date hereinafter specified, a notice stating (1) the date as of which the holders of Common Stock to be
entitled to receive any such rights, warrants or distribution are to be determined, or (2) the date on which any such subdivision, combination,
consolidation, merger, sale, transfer, dissolution, liquidation, winding up or other action is expected to become effective, and the date as of which it is expected that holders of record of Common
Stock shall be entitled to exchange their Common Stock for securities or other property, if any, deliverable upon such subdivision, combination, consolidation, merger, sale, transfer, dissolution,
liquidation, winding up or other action. The failure to give the notice required by this Section 12.08 or any defect therein shall not affect the legality or validity of any distribution,
right, warrant, subdivision, combination, consolidation, merger, sale, transfer, dissolution, liquidation, winding up or other action, or the vote upon any of the foregoing. Such notice shall also be
published by and at the expense of Ventas, Inc. not later than the aforesaid filing date at least once in an Authorized Newspaper. 


Section 12.09 Covenants to Reserve Shares for Issuance on Conversion of Securities.  


        Ventas, Inc. covenants that at all times it will reserve and keep available out of each class of its authorized Common Stock, free from preemptive rights,
solely for the purpose of issue upon conversion of Securities of any series as herein provided, such number of shares of Common Stock as shall then be issuable upon the conversion of all outstanding
Securities of that series. Ventas, Inc. covenants that all shares of Common Stock which shall be so issuable shall, when issued or delivered, be duly and validly issued shares of Common Stock
into which Securities of that series are convertible, and shall be fully paid and nonassessable, free of all liens and charges and not subject to preemptive rights and that, upon conversion, the
appropriate capital stock accounts of Ventas, Inc. will be duly credited. 



Section 12.10 Compliance with Governmental Requirements.  


        Ventas, Inc. covenants that if any shares of Common Stock required to be reserved for purposes of conversion of Securities hereunder require registration
or listing with or approval of any governmental authority under any Federal or State law, pursuant to the Securities Act or the Exchange Act or any national or regional securities exchange on which
Common Stock is listed at the time of delivery of any shares of Common Stock, before such shares may be issued upon conversion, Ventas, Inc. will use its best efforts to cause such shares to be
duly registered, listed or approved, as the case may be. 


Section 12.11 Payment of Taxes upon Certificates for Shares Issued upon Conversion.  



        The issuance of certificates for shares of Common Stock upon the conversion of Securities shall be made without charge to the converting Holders for any tax
(including, without limitation, all documentary and stamp taxes) in respect of the issuance and delivery of such certificates, and such certificates shall be issued in the respective names of, or in
such names as may be directed by, the 


56







 



Holders
of the Securities converted; provided, however, that Ventas, Inc. shall not be required to pay any tax which may be payable in respect of
any transfer involved in the issuance and delivery of any such certificate in a name other than that of the Holder of the Security converted, and Ventas, Inc. shall not be required to issue or
deliver such certificate unless or until the Person or Persons requesting the issuance thereof shall have paid to Ventas, Inc. the amount of such tax or shall have established to the
satisfaction of Ventas, Inc. that such tax has been paid. 


Section 12.12 Trustee's Duties with Respect to Conversion Provisions.  


        The Trustee and any conversion agent shall have no duty, responsibility or liability to any Holder to determine whether any facts exist which may require any
adjustment of the conversion rate, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided
to be employed, in making the same. Neither the Trustee nor any conversion agent shall be accountable with respect to the registration under securities laws, listing, validity or value (or the kind or
amount) of any shares of Common Stock, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any Security, and neither the Trustee nor any
conversion agent makes any representation with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of Ventas, Inc. to make any cash payment or to
issue, transfer or deliver any shares of stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion; and the Trustee and any
conversion agent, subject to the provisions of § 3.13
of the TIA, shall not be responsible for any failure of Ventas, Inc. to comply with any of the covenants of Ventas, Inc. contained in this Article 12. 


ARTICLE 13  


 SUBORDINATION OF SECURITIES  



Section 13.01 Securities Subordinated to Senior Indebtedness.  


        The Issuer(s) covenant and agree, and each Holder of Securities of any series, by his or her acceptance thereof, likewise covenants and agrees, that the
indebtedness represented by the Securities and the payment of the principal of (and premium, if any), interest, if any, on, and Additional Amounts, if any, payable in respect of the Securities is
hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Senior Indebtedness. Notwithstanding anything contained herein
to the contrary, payments from money or the proceeds of Government Obligations held in trust under Article 8 by the Trustee for the payment of principal of and interest on the Securities of any
series shall not be subordinated to the prior payment of any Senior Indebtedness of the Issuer(s) or subject to the restrictions set forth in this Article 13, and none of the Holders shall be
obligated to pay over any such amount to the Issuer(s) or any holder of Senior Indebtedness of the Issuer(s) or any other creditor of the Issuer(s). 


        In
the event (a) of any distribution of assets of the Issuer(s) upon any dissolution, winding up, liquidation or reorganization of the Issuer(s) whether in a bankruptcy,
insolvency, reorganization or receivership proceeding or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Issuer(s) or otherwise, except a
distribution in connection with a merger or consolidation or a conveyance or transfer of all or substantially all of the properties of Ventas, Inc. which complies with the requirements of
Article 5, or (b) that a default shall have occurred and be continuing with respect to the payment of principal of (and premium, if any), interest, if any, on, and Additional Amounts, if
any, payable in respect of any Senior Indebtedness, or (c) that the principal of the Securities of any series (or in the case of Original Issue Discount Securities or Indexed Securities, the
portion of the principal amount thereof referred to in Section 6.02) shall have been declared due 


57







 



and
payable pursuant to Section 6.02 and such declaration shall not have been rescinded and annulled as provided in Section 6.02, then: 



        (1)   in
a circumstance described in the foregoing clause (a) or (b) the holders of all Senior Indebtedness, and in the circumstance described in the foregoing
clause (c) the holders of all Senior Indebtedness outstanding at the time the principal of such Securities (or in the case of Original Issue Discount Securities or Indexed Securities, such
portion of the principal amount) shall have been so declared due and payable, shall first be entitled to receive payment of the full amount due thereon in respect of principal of (and premium, if
any), interest, if any, on, and additional amounts, if any, or provision shall be made for such payment in money or money's worth, before the Holders of any of the Securities of any series are
entitled to receive any payment on account of the principal of (and premium, if any), interest, if any, on, and Additional Amounts, if any, in respect of the indebtedness evidenced by such Securities; 


        (2)   any
payment by, or distribution of assets of, the Issuer(s) of any kind or character, whether in cash, property or securities (other than securities of the Issuer(s) as
reorganized or readjusted or securities of the Issuer(s) or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent
provided in this Article 13 with respect to the Securities, to the payment of all Senior Indebtedness, provided that the rights of the holders of the Senior Indebtedness are not altered by such
reorganization or readjustment), to which the Holders of any of the Securities of any series would be entitled except for the provisions of this Article 13 shall be paid or delivered by the
person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of such Senior Indebtedness or their representative
or representatives or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate
amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving
effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders of any of the Securities
of any series under this Indenture; and 


        (3)   in
the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Issuer(s) of any kind or character, whether in cash, property or
securities (other than securities of the Issuer(s) as reorganized or readjusted or securities of the Issuer(s) or any other corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in this Article 13 with respect to the Securities of any series, to the payment of all Senior Indebtedness, provided that the
rights of the holders of Senior Indebtedness are not altered by such reorganization or readjustment), shall be received by the Holders of any of the Securities of any series before all Senior
Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under
any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid, for application to the payment of all Senior Indebtedness remaining
unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior
Indebtedness. 




Section 13.02 When Distribution Must Be Paid Over.  


        If a distribution is made to Holders that because of this Article 13 should not have been made to them, the Holders who receive the distribution shall hold
it in trust for holders of Senior Indebtedness of the Issuer(s) until paid over to them in accordance with Section 13.01(3). 


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Section 13.03 Subrogation.  


        Subject to the payment in full of all Senior Indebtedness to which the indebtedness evidenced by the Securities of any series is in the circumstances subordinated
as provided in Section 13.01, the Holders of the Securities of any series shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of
cash, property or securities of the Issuer(s) applicable to such Senior Indebtedness until all amounts owing on such Securities shall be paid in full, and, as between the Issuer(s), their creditors
other than holders of such Senior Indebtedness, and the Holders of the Securities of any series, no such payment or distribution made to the holders of such Senior Indebtedness by virtue of this
Article 13 which otherwise would have been made to the Holders of the Securities of any series shall be deemed to be a payment by the Issuer(s) on account of such Senior Indebtedness, it being
understood that the provisions of this Article 13 are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the holders
of Senior Indebtedness, on the other hand. 


Section 13.04 Obligation of the Issuer(s) Unconditional.  


        Nothing contained in this Article 13 or elsewhere in this Indenture or in the Securities of any series is intended to or shall impair, as between the
Issuer(s), their creditors other than the holders of Senior Indebtedness, and the Holders of the Securities of any series, the obligation of the Issuer(s), which is absolute and unconditional, to pay
to the Holders of the Securities of any series the principal of (and premium, if any), interest, if any, on, and Additional Amounts, if any, in respect of the Securities of any series as and when the
same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of Securities and creditors of the Issuer(s) other than the
holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Securities of any series from exercising all remedies otherwise permitted by applicable
law upon default under this Indenture, subject to the rights, if any, under this Article 13 of the holders of Senior Indebtedness in respect of cash, property or securities of the Issuer(s)
received upon the exercise of any such remedy. 


        Upon
any payment or distribution of assets of the Issuer(s) referred to in this Article 13, the Trustee and the Holders of the Securities of any series shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction in which any such dissolution, winding up, liquidation or reorganization proceeding affecting the affairs of the Issuer(s) is
pending or upon a certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors, liquidating trustee or agent or other person making any payment or distribution, delivered
to the Trustee or to the Holders of the Securities of any series, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of the Senior
Indebtedness and other indebtedness of the Issuer(s), the amount thereof or payable thereon, the amount paid or distributed thereon and all other facts pertinent thereto or to this Article 13. 


Section 13.05 Payments on Securities Permitted.  


        Nothing contained in this Article 13 or elsewhere in this Indenture, or in any of the Securities of any series, shall affect the obligation of the
Issuer(s) to make, or prevent the Issuer(s) from making, payment of the principal of (and premium, if any), interest, if any, on, and Additional Amounts, if any, in respect of the Securities of any
series in accordance with the provisions hereof and thereof, except as otherwise provided in this Article 13. 


Section 13.06 Effectuation of Subordination by Trustee.  


        Each Holder of the Securities of any series, by his acceptance thereof, authorizes and directs the Trustee on his or her behalf to take such action as may be
necessary or appropriate to effectuate the 


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subordination
provided in this Article 13 and appoints the Trustee his or her attorney-in-fact for any and all such purposes. 


Section 13.07 Knowledge of Trustee.  


        Notwithstanding the provisions of this Article 13 or any other provisions of this Indenture, the Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness and shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment or moneys to or by the Trustee, or the taking of
any other action by the Trustee, unless and until the Trustee shall have received written notice thereof from the Issuer(s), any Holder of Securities of any
series, any paying or conversion agent of the Issuer(s) or the holder or representative of any class of Senior Indebtedness; provided, however, that if
the Trustee shall not have received the notice provided for in this Section 13.07 at least three Business Days prior to the date upon which, by the terms hereof, any money may become payable
for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on, or Additional Amounts in respect of, any Security) then, anything herein contained
to the contrary notwithstanding, the Trustee shall have all power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected
by any notice to the contrary which may be received by it during or after such three Business Day period. 


Section 13.08 Trustee May Hold Senior Indebtedness.  


        The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article 13 with respect to any Senior Indebtedness at the time
held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in TIA § 313 or elsewhere in this Indenture shall deprive the Trustee of any of its rights as such
holder. 


        Nothing
in this Article shall subordinate any claims of, or payments to, the Trustee (under or pursuant to Section 7.07) to Senior Indebtedness. 


Section 13.09 Rights of Holders of Senior Indebtedness Not Impaired.  


        No right of any present or future holder of any Senior Indebtedness to enforce the subordination herein shall at any time or in any way be prejudiced or impaired
by any act or failure to act on the part of the Issuer(s) or by any non-compliance by the Issuer(s) with the terms, provisions and covenants of this Indenture, regardless or any knowledge
thereof any such holder may have or be otherwise charged with. 


60








   ARTICLE 14  


 MISCELLANEOUS  


Section 14.01 Trust Indenture Act Controls.  



        If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA § 318(c), the imposed duties will control. 


Section 14.02 Notices.  


        Any notice or communication by the Issuer(s), any Guarantor or the Trustee to the others is duly given if in writing in the English language and delivered in
Person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others' address: 



If
to the Issuer(s) and/or any Guarantor: 


Ventas, Inc.

10350 Ormsby Park Place, Suite 300

Louisville, Kentucky 40223

Telecopier No.: (502) 357-9001

Attention: General Counsel 


With
a copy to: 


Willkie
Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019-6099

Telecopier No.: (212) 728-8111

Attention: Leslie Mazza, Esquire 


If
to the Trustee: 


U.S.
Bank National Association

425 Walnut ML CN WN 06 CT

Cincinnati, Ohio 45202

Telecopier No.: (513) 632-5511

Attention: Corporate Trust Administration 




        The
Issuer(s), any Guarantor or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications. 


        All
notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery. 


        Any
notice or communication to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery
to its address shown on the register kept by the Registrar. Any notice or communication will also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. 


        If
a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. 


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        If
the Issuer(s) mail a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time. 


Section 14.03 Communication by Holders of Securities with Other Holders of Securities.  



        Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Securities. The
Issuer(s), the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 


Section 14.04 Certificate and Opinion as to Conditions Precedent.  


        Upon any request or application by the Issuer(s) to the Trustee to take any action under this Indenture, the Issuer(s) shall furnish to the Trustee: 



        (1)   an
Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 14.05 hereof)
stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and 


        (2)   an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 14.05 hereof) stating
that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 




        Notwithstanding
the foregoing, in the case of any such request or application as to which the furnishing of such documents is specifically required by any provision of this Indenture
relating to such particular request or application, no additional certificate or opinion need be furnished unless specifically required. 


Section 14.05 Statements Required in Certificate or Opinion.  


        Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to
TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include: 



        (1)   a
statement that the Person making such certificate or opinion has read such covenant or condition; 


        (2)   a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are
based; 


        (3)   a
statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion
as to whether or not such covenant or condition has been satisfied; and 


        (4)   a
statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied. 




Section 14.06 Rules by Trustee and Agents.  


        The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable
requirements for its functions. 


Section 14.07 No Personal Liability of Directors, Officers, Employees and Stockholders.  



        No director, officer, employee or stockholder of Ventas, Inc. or any of its Subsidiaries, as such, will have any liability for any obligations of
Ventas, Inc. or any of its Subsidiaries under the Securities or this Indenture based on, in respect of, or by reason of such obligations or their creation. Each holder 


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by
accepting a Security waives and releases all such liability. The foregoing waiver and release are an integral part of the consideration for the issuance of the Securities. 



Section 14.08 Governing Law.  


        THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE SECURITIES AND THE SECURITIES GUARANTEES 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. 


Section 14.09 No Adverse Interpretation of Other Agreements.  


        This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer(s) or their Subsidiaries or of any other Person. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture. 


Section 14.10 Successors.  


        All agreements of each Issuer in this Indenture and the Securities will bind its successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Article 10 and any applicable indentures supplemental hereto. 


Section 14.11 Severability.  



        In case any provision in this Indenture or in the Securities is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby. 


Section 14.12 Counterpart Originals.  


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



Section 14.13 Table of Contents, Headings, etc.  


        The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are
not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof. 


Section 14.14 Benefits of Indenture.  


        Nothing in this Indenture, the Securities or the Securities Guarantees, express or implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 


Section 14.15 Legal Holidays.  


        In any case where any Interest Payment Date, redemption date, purchase date or stated maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of such Security (other than a provision of such Security which specifically states that such provision shall apply in lieu of
this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be 


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made
on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, redemption date or purchase date, or at the stated maturity. 


Section 14.16 Acts of Holders.  


        (a)   Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the Outstanding
Securities of all series or one or more series, as the case may be, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by
agents duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Issuer(s). Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and conclusive in favor of the Trustee and the Issuer(s) and any agent of the Trustee or the Issuer(s), if made in the manner provided in this Section. 



        (b)   The
fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may be proved in any reasonable manner which the
Trustee deems sufficient. 


        (c)   The
ownership of Securities shall be proved by the register maintained by the Registrar. 


        (d)   If
the Issuer(s) shall solicit from the Holders of Securities any request, demand, authorization, direction, notice, consent, waiver or other act, the Issuer(s) may, at
its or their option, in or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other act, but the Issuer(s) shall have no obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such
Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such
solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other act may be given before or after such record date, but only
the Holders of record at the close of business on such record date shall be deemed to be Holders for the purpose of determining whether Holders of the requisite proportion of Outstanding Securities
have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act, and for that purpose the Outstanding Securities shall be computed as of
such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. 


        (e)   Any
request, demand, authorization, direction, notice, consent, waiver or other act of the Holder of any Security shall bind every future Holder of the same Security and
the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, any
Registrar, any Paying Agent, any authenticating agent or the Issuer(s) in reliance thereon, whether or not notation of such action is made upon such Security. 


[Signatures
on following page] 


64








  



 
 

SIGNATURES    
    



	Dated as of                             ,
20        	 	Ventas, Inc.
	

 	
 	

By:	
 	

 Name:

Title:
	

 	
 	

Ventas Realty, Limited Partnership
	

 	
 	

By:	
 	

Ventas, Inc., its General Partner
	

 	
 	

 	
 	

By:	

 Name:

Title:
	

 	
 	

Ventas Capital Corporation
	

 	
 	

By:	
 	

 Name:

Title:
	

 	
 	

[NAME OF GUARANTOR]
	

 	
 	

By:	
 	

 Name:

Title:
	

 	
 	

TRUSTEE:
	

 	
 	

U.S. Bank National Association
	

 	
 	

By:	
 	

 Name:

Title:




65







 
Schedule I  


 SCHEDULE OF GUARANTORS  


        The following schedule lists each entity as of the date of this Indenture which may, subject to provisions the Section 2.02 hereof, be a Guarantor under
this Indenture: 


        [NAME
OF GUARANTORS] 


66











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SIGNATURES