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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K



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(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2006

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



|                         |  |                                                                                                                            
|------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------
|Commission File Numbers: |  | 333-89312-02 333-90756-03 333-101598-03 333-107942-05 333-119261-27 333-120642-27 333-127262-45 333-131342-56 333-133115-61



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ELDERTRUST OPERATING LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in Its Charter)



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|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 23-2915846                       
|(State or Other Jurisdiction of Incorporation or Organization) |  | (IRS Employer Identification No.)



|                                                         |  |           
|-------------------------------------------------------- |  | ----------
|10350 Ormsby Park Place, Suite 300, Louisville, Kentucky |  | 40223     
|(Address of Principal Executive Offices)                 |  | (Zip Code)

(502) 357-9000

(Registrants Telephone Number, Including Area Code)



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Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None



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Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes ̈No  x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes ̈No  x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K.  x

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated
filer ̈Accelerated filer ̈Non-accelerated filer  x

Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x

Ventas, Inc., directly and indirectly through its
wholly owned subsidiary, ElderTrust, owns 99.2% of the partnership interests in the Registrant as of March 21, 2007. The aggregate market value of the partnership interests held by non-affiliates of the Registrant as of June 30, 2006 was
approximately $1.3 million, based upon the price of $12.50 per Class C unit at which Ventas, Inc. purchased its limited partnership interests on February 5, 2004, and the price of $26.20 per Class D unit at which these units were issued on
June 7, 2005. The partnership interests held by non-affiliates of the Registrant consist of 31,455 Class C limited partnership units, and 36,137 Class D limited partnership units outstanding as of March 21, 2007.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Ventas, Inc.s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 16, 2007 are incorporated by reference into Part III, Items 10 through 14 of this Annual Report on Form 10-K.



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CAUTIONARY STATEMENTS

Unless otherwise indicated or except where the context otherwise requires, the terms the Partnership, we, us and
our and other similar terms in this Annual Report on Form 10-K refer to ElderTrust Operating Limited Partnership and its consolidated subsidiaries. All references to periods prior to February 5, 2004, the date on which we were
acquired by Ventas, Inc. (Ventas), refer to the activities of our predecessor (the ETOP Predecessor).

Forward-Looking
Statements

This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All statements regarding our expected future financial position, results of operations, cash flows, financing plans,
business strategy, budgets, projected costs, capital expenditures, competitive positions, growth opportunities, expected lease income, plans and objectives of management for future operations and statements that include words such as
anticipate, if, believe, plan, estimate, expect, intend, may, could, should, will and other similar expressions are
forward-looking statements. These forward-looking statements are inherently uncertain, and security holders must recognize that actual results may differ from our expectations. We do not undertake a duty to update these forward-looking statements,
which speak only as of the date on which they are made.

Our actual and future results and trends may differ materially depending on a
variety of factors discussed in our filings with the Securities and Exchange Commission (the Commission). Factors that may affect our plans or results include without limitation:



| |  |  | the ability and willingness of our operators and tenants, including Genesis Health Ventures, Inc. (Genesis Health), Genesis HealthCare Corporation
(Genesis HealthCare) and entities in which Genesis Health accounts for its investment using the equity method of accounting (collectively, Genesis Equity Investees and, together with Genesis Health and Genesis HealthCare,
Genesis) and Benchmark Assisted Living, L.L.C. (Benchmark), to meet and/or perform the obligations under their various contractual arrangements with us;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the ability of our operators and tenants to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third
parties, including without limitation obligations under their existing credit facilities;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the nature and extent of future competition;
| | - |  | --------------------------------------------



| |  |  | the extent of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | increases in our cost of borrowing;
| | - |  | -----------------------------------



| |  |  | the ability of our operators and tenants to deliver high quality services and to attract residents and patients;
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | the results of litigation affecting us;
| | - |  | ---------------------------------------



| |  |  | changes in general economic conditions and/or economic conditions in the markets in which we may, from time to time, compete;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to pay down, refinance, restructure and/or extend our indebtedness as it becomes due;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | the movement of interest rates;
| | - |  | -------------------------------



| |  |  | the ability and willingness of our tenants to renew their leases with us upon expiration of the leases and our ability to relet our properties on the same or better
terms in the event such leases expire and are not renewed by the existing tenants; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Index to Financial Statements

| |  |  | the impact on the liquidity, financial condition and results of operations of our operators and tenants resulting from increased operating costs and uninsured
liabilities for professional liability claims, and the ability of our operators and tenants to accurately estimate the magnitude of these liabilities.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Many of these factors, some of which are described in greater detail in Part I, Item 1A of this Annual Report on Form 10-K, are beyond our control and the control of our management.

Genesis HealthCare Information

Genesis HealthCare is
subject to the reporting requirements of the Commission and is required to file with the Commission annual reports containing audited financial information and quarterly reports containing unaudited financial information. The information related to
Genesis HealthCare contained or referred to in this Annual Report on Form 10-K is derived from filings made by Genesis HealthCare with the Commission or other publicly available information, or has been provided to us by Genesis HealthCare. We have
not verified this information either through an independent investigation or by reviewing Genesis HealthCares public filings. We have no reason to believe that this information is inaccurate in any material respect, but we cannot assure you
that all of this information is accurate. Genesis HealthCares filings with the Commission can be found at the Commissions website at www.sec.gov. We are providing this data for informational purposes only, and you are encouraged to
obtain Genesis HealthCares publicly available filings from the Commission.



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TABLE OF CONTENTS



|         |  |                                                                                                             |  |   
|-------- |  | ----------------------------------------------------------------------------------------------------------- |  | --
|         |  | PART I                                                                                                      |  |   
|         |  |                                                                                                            
|Item 1.  |  | Business                                                                                                    |  | 5 
|Item 1A. |  | Risk Factors                                                                                                |  | 12
|Item 1B. |  | Unresolved Staff Comments                                                                                   |  | 15
|Item 2.  |  | Properties                                                                                                  |  | 15
|Item 3.  |  | Legal Proceedings                                                                                           |  | 15
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                         |  | 15
|         |  |                                                                                                            
|         |  | PART II                                                                                                     |  |   
|         |  |                                                                                                            
|Item 5.  |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities |  | 16
|Item 6.  |  | Selected Financial Data                                                                                     |  | 16
|Item 7.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                       |  | 18
|Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                                                  |  | 24
|Item 8.  |  | Financial Statements and Supplementary Data                                                                 |  | 25
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                        |  | 47
|Item 9A. |  | Controls and Procedures                                                                                     |  | 47
|Item 9B. |  | Other Information                                                                                           |  | 47
|         |  |                                                                                                            
|         |  | PART III                                                                                                    |  |   
|         |  |                                                                                                            
|Item 10. |  | Directors, Executive Officers and Corporate Governance                                                      |  | 47
|Item 11. |  | Executive Compensation                                                                                      |  | 47
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters              |  | 47
|Item 13. |  | Certain Relationships and Related Transactions, and Director Independence                                   |  | 48
|Item 14. |  | Principal Accountant Fees and Services                                                                      |  | 48
|         |  |                                                                                                            
|         |  | PART IV                                                                                                     |  |   
|         |  |                                                                                                            
|Item 15. |  | Exhibits and Financial Statement Schedules                                                                  |  | 49



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PART I

ITEM 1.Business

BUSINESS

Overview

We are a limited partnership organized under the laws of the State of Delaware. We
invest in seniors housing and other healthcare-related properties, primarily skilled nursing facilities, assisted and independent living communities and medical and other office buildings. ElderTrust, a Maryland real estate investment trust
(ElderTrust), is our sole general partner. On February 5, 2004, ElderTrust became a wholly owned direct subsidiary of Ventas, Inc. (Ventas), a healthcare real estate investment trust based in Louisville, Kentucky, whose
common stock is publicly traded on the New York Stock Exchange. See Note 3Merger of ElderTrust of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

As of December 31, 2006, our consolidated assets were located in three states and consisted of nine seniors housing communities, five skilled
nursing facilities, two medical office buildings and a financial office building with an aggregate carrying value of $140.1 million. With the exception of the office buildings, we lease these properties to third-party healthcare providers, generally
under triple-net or absolute-net leases, which require the tenants to pay all property-related expenses. Based on the gross book value, skilled nursing facilities and seniors housing communities comprised approximately 88.8%
of our consolidated assets at December 31, 2006.

We operate through one reportable segment: investment in real estate. Our primary
business consists of financing and owning seniors housing and healthcare-related properties and leasing those properties to third parties, primarily Genesis and Benchmark. See our Consolidated Financial Statements and related notes, including
Note 2Summary of Significant Accounting Policies, included in Part II, Item 8 of this Annual Report on Form 10-K.

Portfolio of
Properties

The following table provides an overview of our portfolio of properties as of and for the year ended December 31, 2006:



|                            |  |                        |  |                |  |               |        |                         |      |      |                    |   |                              |  |       |                                 |  |                     |      |  |  
|--------------------------- |  | ---------------------- |  | -------------- |  | ------------- | ------ | ----------------------- | ---- | ---- | ------------------ | - | ---------------------------- |  | ----- | ------------------------------- |  | ------------------- | ---- |  | -
|Portfolio by Type           |  | # ofProperties         |  | # ofBeds/Units |  | Rental Income |        | Percent ofTotalRevenues |      |      | OriginalInvestment |   | Percent ofOriginalInvestment |  |       | Original InvestmentPer Bed/Unit |  | Number ofStates (1)
|                            |  | (dollars in thousands)
|Seniors housing communities |  | 9                      |  | 879            |  | $             | 7,726  |                         | 46.4 | %    |                    | $ | 84,015                       |  | 54.0  | %                               |  | $                   | 95.6 |  | 2
|Skilled nursing facilities  |  | 5                      |  | 781            |  |               | 5,631  |                         | 33.8 |      |                    |   | 53,924                       |  | 34.7  |                                 |  |                     | 69.0 |  | 2
|Other properties            |  | 3                      |  | nm             |  |               | 3,153  |                         | 19.0 |      |                    |   | 17,677                       |  | 11.3  |                                 |  |                     | nm   |  | 2
|                            |  |                        |  |                |  |               |        |                         |      |      |                    |   |                              |  |       |                                 |  |                     |      |  |  
|Total                       |  | 17                     |  |                |  | $             | 16,510 |                         | 99.2 | %(2) |                    | $ | 155,616                      |  | 100.0 | %                               |  |                     |      |  | 3
|                            |  |                        |  |                |  |               |        |                         |      |      |                    |   |                              |  |       |                                 |  |                     |      |  |  

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|(1) | As of December 31, 2006, we owned seniors housing and healthcare-related properties located in
three states operated by two different operators.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The remainder of our total revenues is interest and other income.
|--- | -----------------------------------------------------------------

|nm | - Not meaningful.
|-- | -----------------

Seniors Housing and Healthcare-Related Properties

Seniors Housing Communities. Our seniors housing communities are comprised of assisted and independent living facilities that
offer residential units on a month-to-month basis primarily to elderly individuals with various levels of assistance requirements. Residents of these facilities are provided meals in a central dining area and engage in group activities organized by
the staff. Assisted living residents may also be provided personal supervision and daily assistance with eating, bathing, grooming and administering medication that make it possible for them to live independently.

Skilled Nursing Facilities. Our skilled nursing facilities typically provide nursing care services to the elderly and rehabilitation and
restoration services, including physical, occupational and speech therapies, and other medical treatment for patients and residents who do not require the high technology, care-intensive setting of an acute care or rehabilitation hospital.



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Other Properties. Our other properties consist of medical office buildings, which offer office
space primarily to physicians and other healthcare-related businesses, and one financial office building.

Geographic Diversification

The following table shows our rental income derived by geographic location for the year ended December 31, 2006:



|              |  |                        |        |                           |      |     
|------------- |  | ---------------------- | ------ | ------------------------- | ---- | ----
|              |  | Rental Income          |        | Percent of Total Revenues |     
|              |  | (dollars in thousands) |       
|State         |  |                        |        |                           |      |     
|Pennsylvania  |  | $                      | 9,415  |                           | 56.6 | %   
|Massachusetts |  |                        | 5,607  |                           | 33.7 |     
|New Jersey    |  |                        | 1,488  |                           | 8.9  |     
|              |  |                        |        |                           |      |     
|Total         |  | $                      | 16,510 |                           | 99.2 | %(1)
|              |  |                        |        |                           |      |     

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|(1) | The remainder of our total revenues is interest and other income.
|--- | -----------------------------------------------------------------

Significant Tenants

As of December 31, 2006,
approximately 53.5% and 35.2% of our properties, based on their original cost, were operated by Genesis and Benchmark, respectively, and for the year then ended, Genesis and Benchmark accounted for approximately 50.1% and 30.8% respectively, of our
total rental income.

We have ten separate single facility leases with Genesis, providing for aggregate, annual cash rent of approximately
$8.1 million, subject to escalation as provided therein, and four separate single facility leases with Benchmark, providing for aggregate, annual cash rent of approximately $5.0 million, subject to escalation as provided therein. Each of our leases
with Genesis and Benchmark is a triple-net lease, pursuant to which the tenant is required to pay all insurance, taxes, utilities, maintenance and repairs related to the property. All but one of our leases with Genesis have minimum
annual rent escalators of 1.5%, and the remaining lease contains a contingent escalator based on the year-over-year change in facility revenue. All but one of our leases with Benchmark have minimum annual rent escalators of 2.0%, and the remaining
lease does not contain an escalator. The expirations of the initial terms of our Genesis and Benchmark leases range from June 2008 to June 2015, and all provide for renewal periods aggregating ten years.

Because Genesis and Benchmark lease a substantial portion of our properties and are the primary sources of our total revenues, their financial condition
and ability and willingness to satisfy their obligations under their respective leases with us have a significant impact on our financial results and our ability to service our indebtedness and to make distributions to our partners. We cannot assure
you that Genesis or Benchmark will have sufficient assets, income and access to financing to enable it to satisfy these obligations, and any inability or unwillingness on its part to do so would have a material adverse effect on our business,
financial condition, results of operations and liquidity. See We are dependent on Genesis and Benchmark; Genesiss or Benchmarks inability or unwillingness to satisfy its obligations under its agreements with us could significantly
harm us and our ability to service our indebtedness and other obligations included in Item 1A of this Annual Report on Form 10-K.

Competition

We compete for real property investments with healthcare providers, healthcare-related REITs, healthcare
lenders, real estate partnerships, banks, insurance companies and other investors. Some of our competitors are significantly larger and have greater financial resources and lower cost of capital than we do. Our ability to continue to compete
successfully for real property investments will be determined by numerous factors, including our ability to identify suitable acquisition or investment targets, our ability to negotiate acceptable terms for any such acquisition and the availability
and cost of capital to us.

The operators of our properties compete on a local and regional basis with other healthcare operators. Their
ability to compete successfully for residents and patients at our properties depends upon several factors, including the scope and quality of services provided, the operational reputation of the operator, physician referral patterns, physical
appearance of



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the properties, other competitive systems of healthcare delivery within the community, population and demographics, and the financial condition of the
operator. Private, federal and state reimbursement programs and the effect of other laws and regulations also may have a significant effect on our operators to compete successfully for patients at the properties. See Changes in the
reimbursement rates or methods of payment from third-party payors, including the Medicare and Medicaid programs, could have a material adverse effect on certain of our tenants included in Item 1A of this Annual Report on Form 10-K.

Employees

We have no employees. We
are managed by ElderTrust and Ventas, and therefore, the employees of Ventas act as our employees.

Insurance

We maintain and/or require in our existing leases that our tenants maintain liability and casualty insurance on the properties and their operations.
However, we cannot assure you that our tenants will maintain such insurance, and any failure by our tenants to do so could have a material adverse effect on our business, financial condition, results of operation and liquidity, on our ability to
service our indebtedness and on our ability to make distributions to our partners (a Material Adverse Effect). We believe that our tenants are in substantial compliance with the insurance requirements contained in their respective leases
with us.

We believe that the amount and scope of insurance coverage provided by our own and our tenants policies is customary for
similarly situated companies in our industry. We cannot assure you that in the future such insurance will be available at a reasonable price or that we will be able to maintain adequate levels of insurance coverage.

Due to the increase in the number and severity of professional liability claims against healthcare providers, the availability of professional liability
insurance has been severely restricted and the premiums for such insurance coverage have increased dramatically. As a result, many healthcare providers may incur large funded and unfunded professional liability expense, which could have a material
adverse effect on their liquidity, financial condition and results of operations. In addition, many healthcare providers are pursuing different organizational and corporate structures coupled with insurance programs that provide less insurance
coverage. Therefore, we cannot assure you that our tenants will continue to carry the insurance coverage required under the terms of their leases with us or that we will continue to require the same levels of insurance under our leases.

Additional Information

Ventas, our ultimate
parent entity, maintains a website at www.ventasreit.com. The information on Ventass website is not incorporated by reference in this Annual Report on Form 10-K, and the web address is included as an inactive textual reference only.

Ventas makes available, free of charge, through its website its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after it electronically files such material with, or furnishes it to, the
Commission. We do not make our reports available on Ventass website; however, you may obtain copies of our filings with the Commission at the Commissions website at www.sec.gov. In addition, we will mail copies of the foregoing
documents, free of charge, upon request to Corporate Secretary, Ventas, Inc., 10350 Ormsby Park Place, Suite 300, Louisville, KY 40223.



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GOVERNMENTAL REGULATION

Healthcare Regulation

General

The operators of our properties derive a substantial portion of their revenues from third party payors, including the Medicare and Medicaid programs. Medicare is a federal program that provides certain hospital and
medical insurance benefits to persons age 65 and over, certain disabled persons and persons with end-stage renal disease. Medicaid is a medical assistance program jointly funded by federal and state governments and administered by each state
pursuant to which benefits are available to certain indigent patients. The Medicare and Medicaid statutory framework is subject to administrative rulings, interpretations and discretion that affect the amount and timing of reimbursement made under
Medicare and Medicaid. The amounts of program payments received by our operators and tenants can be changed by legislative or regulatory actions and by determinations by agents for the programs. See Healthcare Reform. In addition,
private payors, including managed care payors, increasingly are demanding discounted fee structures and the assumption by healthcare providers of all or a portion of the financial risk. Efforts to impose greater discounts and more stringent cost
controls upon operators by private payors are expected to continue. We cannot assure you that adequate reimbursement levels will continue to be available for services to be provided by the operators of our properties which currently are being
reimbursed by Medicare, Medicaid and private payors. Significant limits on the scope of services reimbursed and on reimbursement rates and fees could have a material adverse effect on these operators liquidity, financial condition and results
of operations, which could affect adversely their ability to make rental payments under, and otherwise comply with the terms of, their leases with us.

The operators of our properties are subject to other extensive federal, state and local laws and regulations including, but not limited to, laws and regulations relating to licensure, conduct of operations, ownership
of facilities, addition of facilities, services, prices for services, billing for services, and the confidentiality and security of health-related information. These laws authorize periodic inspections and investigations, and identification of
deficiencies that, if not corrected, can result in sanctions that include loss of licensure to operate and loss of rights to participate in the Medicare and Medicaid programs. Regulatory agencies have substantial powers to affect the actions of
operators of our properties if the agencies believe that there is an imminent threat to patient welfare, and in some states these powers can include assumption of interim control over facilities through receiverships.

Seniors Housing Communities. Our seniors housing properties include independent and assisted living facilities. Independent living facilities
provide services to residents such as housekeeping, meals and activities. Although residents of our independent living facilities generally do not require daily living assistance, they may obtain services such as bathing, eating and dressing. In
contrast, assisted living facilities provide services to aid in activities of daily living, such as bathing, meals, security, transportation, recreation, medication supervision and limited therapeutic programs. Certain of our assisted living
facilities offer more advanced levels of personal care for residents with Alzheimers disease or other forms of dementia, depending upon local regulation. More intensive medical needs of the resident are often met within assisted living
facilities by home health providers, close coordination with the residents physician and skilled nursing facilities.

Seniors housing
communities are subject to relatively few, if any, federal regulations. Instead, to the extent they are regulated, the regulation is conducted mainly by state and local laws which govern the licensing of beds, the provision of services, staffing
requirements and other operational matters. However, these state laws vary greatly from one state to another.

The recent increase in the
number of seniors housing communities around the country has attracted the attention of various federal agencies which believe there should be more federal regulation of these facilities. To date, Congress has deferred to state regulation of seniors
housing communities. As a result of the increased federal scrutiny along with the rapid increase in the number of these facilities, some states have revised and strengthened their regulation of seniors housing communities. More states are expected
to do the same in the future.

Skilled Nursing Facilities.The operators of our skilled nursing facilities generally are licensed on
an annual or bi-annual basis and certified annually for participation in the Medicare and Medicaid programs through various regulatory agencies which determine compliance with federal, state and local laws. These legal requirements relate to the
quality of the nursing care provided, qualifications of the administrative personnel and nursing staff, the adequacy of the physical plant and equipment and continuing compliance with the laws and regulations governing the operation of skilled
nursing facilities. A loss of licensure or certification could adversely affect a skilled nursing facilitys ability to receive payments from the Medicare and Medicaid programs, which could in turn adversely impact the operators ability
to make rental payments under its leases with us.



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Fraud and Abuse

There are extensive federal and state laws and regulations prohibiting fraud and abuse in the healthcare industry that can result in significant criminal and civil penalties that can materially affect the operators of
our properties. The federal laws include:



| |  |  | The anti-kickback statute (Section 1128B(b) of the Social Security Act), which prohibits certain business practices and relationships that might affect the
provision and cost of healthcare services reimbursable under Medicare, Medicaid and other federal healthcare programs, including the payment or receipt of remuneration for the referral of patients whose care will be paid by Medicare or other
governmental programs.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The physician self-referral prohibition (Ethics in Patient Referral Act of 1989, commonly referred to as the Stark Law), which prohibits referrals by
physicians of Medicare patients to providers of a broad range of designated healthcare services with which the physicians (or their immediate family members) or Medicaid have ownership interests or certain other financial arrangements.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The False Claims Act, which prohibits any person from knowingly presenting false or fraudulent claims for payment to the federal government (including the Medicare
and Medicaid programs).
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Civil Monetary Penalties Law, which authorizes the United States Department of Health and Human Services (HHS) to impose civil penalties
administratively for fraudulent acts.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Health Insurance Portability and Accountability Act of 1996 (commonly referred to as HIPAA), which among other things, protects the privacy and
security of individually identifiable health information by limiting its use and disclosure.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Sanctions for violating
these federal laws include criminal and civil penalties that range from punitive sanctions, damage assessments, money penalties, imprisonment, denial of Medicare and Medicaid payments, and/or exclusion from the Medicare and Medicaid programs. These
laws also impose an affirmative duty on operators to ensure that they do not employ or contract with persons excluded from the Medicare and other government programs.

Many states have adopted or are considering legislative proposals similar to the federal fraud and abuse laws, some of which extend beyond the Medicare and Medicaid programs to prohibit the payment or receipt of
remuneration for the referral of patients and physician self-referrals regardless of whether the service was reimbursed by Medicare or Medicaid. Many states have also adopted or are considering legislative proposals to increase patient protections,
such as minimum staffing levels, criminal background checks, and limiting the use and disclosure of patient specific health information. These state laws also impose criminal and civil penalties similar to the federal laws.

In the ordinary course of their business, the operators of our properties have been and are subject regularly to inquiries, investigations and audits by
federal and state agencies that oversee these laws and regulations. Increased funding through recent federal and state legislation has led to a dramatic increase in the number of investigations and enforcement actions over the past several years.
Private enforcement of healthcare fraud also has increased due in large part to amendments to the civil False Claims Act in 1986 that were designed to encourage private individuals to sue on behalf of the government. These whistleblower suits by
private individuals, known as qui tam relators, may be filed by almost anyone, including present and former patients or nurses and other employees. HIPAA also created a series of new healthcare-related crimes.

As federal and state budget pressures continue, federal and state administrative agencies may also continue to escalate investigation and enforcement
efforts to eliminate waste and to control fraud and abuse in governmental healthcare programs. A violation of any of these federal and state fraud and abuse laws and regulations could have a material adverse effect on our operators liquidity,
financial condition and results of operations, which could affect adversely their ability to make rental payments under, or otherwise comply with the terms of, their leases with us.



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Healthcare Reform

Healthcare is one of the largest industries in the United States and continues to attract much legislative interest and public attention. In an effort to reduce federal spending on healthcare, in 1997 the federal
government enacted the Balanced Budget Act (BBA), which contained extensive changes to the Medicare and Medicaid programs, including substantial reimbursement reductions for healthcare operations. For certain healthcare providers,
including skilled nursing facilities, implementation of the BBA resulted in more drastic reimbursement reductions than had been anticipated. In addition to its impact on Medicare, the BBA also afforded states more flexibility in administering their
Medicaid plans, including the ability to shift most Medicaid enrollees into managed care plans without first obtaining a federal waiver.

The following key legislative and regulatory changes have been made to the BBA to provide some relief from the drastic reductions in Medicare and Medicaid reimbursement resulting from implementation of the BBA:



| |  |  | The Balanced Budget Refinement Act of 1999 (BBRA);
| | - |  | ----------------------------------------------------



| |  |  | The Medicare, Medicaid, and State Child Health Insurance Program Benefits Improvement and Protection Act of 2000 (BIPA);
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | Beginning on October 1, 2003, the Center for Medicare & Medicaid Services (CMS) instituted a one-time administrative fix to
increase skilled nursing facility payment rates by 3.26%; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (Medicare Modernization Act, sometimes referred to as the Drug
Bill).
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

The Medicare and Medicaid programs, including payment levels and methods, are continually evolving and are
less predictable following the enactment of BBA and the subsequent reform activities. We cannot assure you that future healthcare legislation or changes in the administration or implementation of governmental healthcare reimbursement programs will
not have a material adverse effect on the liquidity, financial condition or results of operations of our operators and tenants, which could have a material adverse effect on their ability to make rental payments and which, in turn, could have a
Material Adverse Effect on us.

Medicare Reimbursement; Skilled Nursing Facilities

BBA established a prospective payment system for skilled nursing facilities (SNF PPS) offering Part A covered services. Under the SNF PPS,
payment amounts are based upon classifications determined through assessments of individual Medicare patients in the skilled nursing facility, rather than on the facilitys reasonable costs. The payments received under the SNF PPS are intended
generally to cover all inpatient services for Medicare patients, including routine nursing care, most capital-related costs associated with the inpatient stay, and ancillary services, such as respiratory therapy, occupational and physical therapy,
speech therapy and certain covered drugs. Under the SNF PPS, per diem payments are made to nursing home facilities for each resident.

In
response to widespread healthcare industry concern about the reductions in payments under BBA, the federal government enacted BBRA on November 29, 1999. BBRA increased the per diem reimbursement rates for certain high acuity patients by 20%
starting April 1, 2000 and continuing until case mix refinements were implemented by CMS, as explained below. Under BBRA, outpatient rehabilitation therapy providers, including Part B nursing facilities, also received a two-year moratorium on
the annual cap on the amount of physical, occupational and speech therapy provided to a patient, which moratorium was subsequently extended until December 31, 2005 pursuant to the Medicare Modernization Act. On January 1, 2006, these
therapy limitations went into effect until the Deficit Reduction Act (DRA) was enacted. This new law retroactively established an exception process for the payment of all claims above the limits when such services are medically
necessary. Under the rule published by CMS on August 18, 2006 updating the categorization system for the long-term acute care hospital prospective payment system for 2007, the annual cap on Medicare part B reimbursement for physical therapy and
speech-language pathology services and the separate annual cap on occupational therapy were lifted for those patients who can demonstrate medical necessity. On December 20, 2006, the President signed into law the Tax Relief and Health Care Act
of 2006 § 201, Pub. L. No. 109-432, which, among other things, extended the DRA process for obtaining relief from the therapy caps through December 31, 2007.

In addition, under CMSs August 18, 2006 rule, reimbursement of uncollectible Medicare coinsurance amounts for all beneficiaries (other than
beneficiaries of both Medicare and Medicaid) is reduced from 100% to 70% for skilled nursing



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##### Index to Financial Statements

facility cost reporting periods beginning on or after October 1, 2005. CMS estimates that the change in treatment of bad debt will result in a decrease
in payments to skilled nursing facilities of $490 million over the five-year period from federal fiscal year 2006 to 2010. The rule also includes various options for classifying and weighting patients transferred to a skilled nursing facility after
a hospital stay less than the mean length of stay associated with that particular diagnosis-related group. This change in methodology could affect skilled nursing facility admissions, although we currently cannot predict what impact it will have on
the liquidity or profitability of our skilled nursing facility operators.

On August 4, 2005, CMS published its final rule under SNF
PPS for the 2006 federal fiscal year (October 1, 2005 through September 30, 2006). Pursuant to the rule, CMS, among other things, refined the resource utilization groups (RUGs) used to determine the daily payment for beneficiaries
in skilled nursing facilities by adding nine new payment categories. The result of this refinement, which became effective on January 1, 2006, was to eliminate the temporary add-on payments that Congress enacted as part of the BBRA. CMS also
increased the case mix index adjustment for all of the RUGs categories and implemented a market basket increase of 3%, effective October 1, 2005. CMS projected the overall effect of these changes to be a 0.1% increase in aggregate skilled
nursing facility Medicare payments in federal fiscal year 2006, but within this aggregate CMS expected some facilities to have modest decreases and some to have modest increases.

Although CMS has updated SNF PPS payment rates in the past through annual rulemaking, for federal fiscal year 2007, CMS issued a guidance that payment
rates under Medicare part A will increase by 3.1% beginning October 1, 2006. We cannot assure you that the payment rates under Medicare part A will not be changed by Congress or as to the extent of any such changes.

On November 1, 2006, the Secretary of Health and Human Services placed on public display his five-year review and update to the Medicare physician
fee schedule entitled: Medicare Program; Revisions to Payment Policies, Five-Year Review of Work Relative Value Units, Changes to the Practice Expense Methodology Under the Physician Fee Schedule, and Other Changes to Payment Under Part B;
Revisions to the Payment Policies of Ambulance Services Under the Fee Schedule for Ambulance Services; and Ambulance Inflation Factor Update for CY 2007. This final rule with a comment period was scheduled to be effective on January 1,
2007. The reduction in fees for physician and therapy services was overturned on December 20, 2006, when President Bush signed into law the Tax Relief and Health Care Act of 2006, which, among other things, reduced the overall payment reduction
of 5% to zero.

We cannot assure you that future updates to the SNF PPS system, therapy services or Medicare reimbursement for skilled
nursing facilities will not materially adversely impact our operators, which, in turn, could have a Material Adverse Effect on us. See Risks Arising from Our BusinessChanges in the reimbursement rates or methods of payment from
third-party payors, including the Medicare and Medicaid programs, could have a material adverse effect on certain of our tenants included in Item 1A of this Annual Report on Form 10-K.

Medicaid Reimbursement; Skilled Nursing Facilities

Approximately two-thirds of all nursing home residents are dependent on Medicaid. Medicaid reimbursement rates, however, typically are less than the amounts charged by the operators of our properties. BBA repealed the Boren
Amendment federal payment standard for Medicaid payments to hospitals and nursing facilities effective October 1, 1997, giving states greater latitude in setting payment rates for these providers. Furthermore, federal legislation
restricts a nursing facility operators ability to withdraw from the Medicaid program by restricting the eviction or transfer of Medicaid residents.

For the last several years, many states have announced actual or potential budget shortfalls. As a result of these budget shortfalls, many states have implemented, are implementing or considering implementing
freezes or cuts in Medicaid rates paid to providers, including skilled nursing facilities. Changes to Medicaid eligibility criteria are also possible thereby reducing the number of beneficiaries eligible to have their medical care
reimbursed by government sources.

In the DRA, Congress made changes to the Medicaid program that are estimated to result in $10 billion in
savings to the federal government over the next five years primarily through the accounting practices some states use to calculate their matched payments and revising the qualifications for individuals who are eligible for Medicaid benefits. The
changes made by the rule published by CMS on August 18, 2006 described above are also anticipated to reduce Medicaid payments to skilled nursing facility operators in the future. In addition, as part of the Tax Relief and Health Care Act of
2006, Congress reduced the ceiling on taxes that states may impose on healthcare providers and which would qualify for federal financial participation under Medicaid by 0.5%, from 6% to 5.5%. Nationally, it is anticipated that this reduction should
have a negligible effect, affecting only those states with taxes in excess of 5.5%. We have not yet ascertained the impact of this reduction on our skilled nursing facility operators.



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At this time, it is not possible to predict whether significant Medicaid rate freezes or cuts or other
program changes will be adopted and if so, by how many states or whether the U.S. government will revoke, reduce or stop approving provider taxes that have the effect of increasing Medicaid payments to the states, or the impact of such
actions on our operators. However, severe and widespread Medicaid rate cuts or freezes could have a material adverse effect on our skilled nursing facility operators, which, in turn, could have a Material Adverse Effect on us.

Nursing Home Quality Initiative

In 2002, HHS
launched the Nursing Home Quality Initiative program. This program, which is designed to provide consumers with comparative information about nursing home quality measures, rates nursing homes on various quality of care indicators. Since 2002,
investigative and enforcement activities regarding nursing home quality compliance has intensified both on the federal and state administrative levels.

If the operators of our properties are unable to achieve quality of care ratings that are comparable or superior to those of their competitors, patients may choose alternate facilities, which could cause operating
revenues to decline. In the event the financial condition or operating revenues of these operators are adversely affected, the operators ability to make rental payments to us could be adversely affected, which, in turn, could have a Material
Adverse Effect on us.

Environmental Regulation

As an owner of real property, we are subject to various federal, state and local laws and regulations regarding environmental, health and safety matters. These laws and regulations address, among other things, asbestos, polychlorinated
biphenyls, fuel oil management, wastewater discharges, air emissions, radioactive materials, medical wastes, and hazardous wastes. In certain cases, the costs of complying with these laws and regulations and the penalties for non-compliance can be
substantial. For example, although we do not generally operate our properties, we may be held jointly and severally liable for costs relating to the investigation and cleanup of any property from which there is or has been a release or threatened
release of a hazardous or toxic substance and any other affected properties, regardless of whether we knew of or caused the release. In addition to these costs, which are typically not limited by law or regulation and could exceed the
propertys value, we could be liable for certain other costs, including governmental fines and injuries to persons or property. See If any of our properties are found to be contaminated, or if we become involved in any environmental
disputes, we could incur substantial liabilities and costs included in Item 1A of this Annual Report on Form 10-K.

We are
generally indemnified by the current operators of our properties for contamination caused by those operators. Under our leases with Genesis and Benchmark, Genesis and Benchmark have agreed to indemnify us against any environmental claims (including
penalties and clean-up costs) resulting from any condition arising in, on or under, or relating to, their respective leased properties at any time on or after the lease commencement date for the applicable leased property and from any condition
permitted to deteriorate on or after such date, except in limited circumstances where the condition arises from our acts or omissions. We cannot assure you that Genesis, Benchmark or another operator will have the financial capability or the
willingness to satisfy any such environmental claims, and in the event Genesis, Benchmark or another operator is unable or unwilling to do so, we may be required to satisfy the claims. See We are dependent on Genesis and Benchmark;
Genesiss or Benchmarks inability or unwillingness to satisfy its obligations under its agreements with us could significantly harm us and our ability to service our indebtedness and other obligations included in Item 1A of
this Annual Report on Form 10-K. We may also be liable for environmental claims (including penalties and clean-up costs) resulting from any condition arising on or under, or relating to, the leased properties at any time before the lease
commencement date for the applicable leased property or resulting from our acts or omissions.

We did not make any material capital
expenditures in connection with such environmental, health, and safety laws, ordinances and regulations in 2006 and do not expect that we will have to make any such material capital expenditures during 2007.



|ITEM 1A. | Risk Factors
|-------- | ------------

This section
discusses the most significant factors that affect our business, operations and financial condition. It does not describe all risks and uncertainties applicable to us, our industry or our business. If any of the following risks, as well as other
risks and uncertainties that are not yet identified or that we currently think are not material, actually occur, we could be materially adversely affected.



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##### Index to Financial Statements

We are dependent on Genesis and Benchmark; Genesiss or Benchmarks inability or unwillingness to satisfy
its obligations under its agreements with us could significantly harm us and our ability to service our indebtedness and other obligations.

We lease substantially all of our properties to Genesis and Benchmark, and therefore:



| |  |  | Genesis and Benchmark were the primary sources of our total revenues in 2006 and 2005 and continue to be the primary sources of our revenues; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | since our leases with Genesis and Benchmark are triple-net leases, we depend on Genesis and Benchmark to pay insurance, taxes, utilities and maintenance and repair
expenses required in connection with their respective leased properties.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We cannot assure you that Genesis or Benchmark
will have sufficient assets, income and access to financing and insurance coverage to enable it to satisfy its obligations under its agreements with us. In addition, any failure by Genesis or Benchmark to effectively conduct its operations could
have a material adverse effect on its business reputation or on its ability to enlist and maintain patients in its facilities. Any inability or unwillingness by Genesis or Benchmark to satisfy its obligations under its agreements with us could have
a Material Adverse Effect on us.

We may be unable to find another tenant or operator for our properties if we have to replace Genesis, Benchmark on any
of our other tenants or operators.

We may have to find another tenant or operator for the properties covered by the leases with
Genesis, Benchmark or any of our other tenants or operators upon the expiration of the terms of the applicable lease or upon a default by Genesis, Benchmark or any of those tenants or operators. During any period that we are attempting to locate one
or more tenants or operators, there could be a decrease or cessation of rental payments on those properties. We cannot assure you that Genesis, Benchmark or any of our other tenants or operators will elect to renew their respective leases with us
upon expiration of the terms thereof, nor can we assure you that we will be able to locate another suitable tenant or operator or, if we are successful in locating such a tenant or operator, that the rental payments from the new tenant or operator
would not be significantly less than the existing rental payments. Our ability to locate another suitable tenant or operator may be significantly delayed or limited by various state licensing, receivership or other laws, as well as by Medicare and
Medicaid change-of-ownership rules. In addition, we may also incur substantial additional expenses in connection with any such licensing, receivership or change-of-ownership proceedings. Any such delays, limitations and expenses could materially
delay or impact our ability to collect rent, to obtain possession of leased properties or otherwise to exercise remedies for tenant default and could have a Material Adverse Effect on us.

Our investments are concentrated in seniors housing and healthcare-related properties, making us more vulnerable economically that if our investments were
diversified.

We invest primarily in real estate  in particular, seniors housing and healthcare-related properties. Accordingly,
we are exposed to the risks inherent in concentrating investments in real estate, and these risks become even greater due to the fact that all of our investments are in properties used in the seniors housing or healthcare industries. A downturn in
the real estate industry could adversely affect the value of our properties. A downturn in the seniors housing or healthcare industries could negatively impact our operators ability to make rental payments to us, which, in turn, could have a
Material Adverse Effect on us.

Furthermore, the healthcare industry is highly regulated, and changes in government regulation and
reimbursement in the past have had material adverse consequences on the industry in general, which may not even have been contemplated by lawmakers and regulators. We cannot assure you that future changes in government regulation of healthcare will
not have a material adverse effect on the healthcare industry, including our tenants and operators. Our ability to invest in non-seniors housing or non-healthcare-related properties is restricted by the terms of our affiliates revolving credit
facility, so these adverse effects may be more pronounced than if we diversified our investments outside of real estate or outside of seniors housing or healthcare-related properties.



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##### Index to Financial Statements

Certain of our tenants and operators, including Genesis and Benchmark, may be adversely affected by increasing
healthcare regulation and enforcement.

We believe that the regulatory environment surrounding the long-term healthcare industry has
intensified both in the amount and type of regulations and in the efforts to enforce those regulations. This is particularly true for large for-profit, multi-facility providers like Genesis and Benchmark.

The extensive federal, state and local laws and regulations affecting the healthcare industry include, but are not limited to, laws and regulations
relating to licensure, conduct of operations, ownership of facilities, addition of facilities and equipment, allowable costs, services, prices for services, quality of care, patient rights, fraudulent or abusive behavior, and financial and other
arrangements which may be entered into by healthcare providers. Federal and state governments have intensified enforcement policies, resulting in a significant increase in the number of inspections, citations of regulatory deficiencies and other
regulatory sanctions, including terminations from the Medicare and Medicaid programs, bars on Medicare and Medicaid payments for new admissions, civil monetary penalties and even criminal penalties. See Governmental RegulationHealthcare
Regulation included in Item 1 of this Annual Report on Form 10-K.

If our tenants and operators fail to comply with the
extensive laws, regulations and other requirements applicable to their businesses, they could become ineligible to receive reimbursement from governmental and private third-party payor programs, suffer civil and/or criminal penalties and/or be
required to make significant changes to their operations. Our tenants also could be forced to expend considerable resources responding to an investigation or other enforcement action under applicable laws or regulations.

We are unable to predict the future course of federal, state and local regulation or legislation, including the Medicare and Medicaid statutes and
regulations. Changes in the regulatory framework could have a material adverse effect on Genesis, Benchmark and our other operators, which, in turn, could have a Material Adverse Effect on us.

Changes in the reimbursement rates or methods of payment from third-party payors, including the Medicare and Medicaid programs, could have a material adverse effect
on certain of our tenants and operators.

Certain of our tenants and operators rely on reimbursement from third-party payors, including
the Medicare and Medicaid programs, for a portion of their revenues. There continue to be various federal and state legislative and regulatory proposals to implement cost-containment measures that limit payments to healthcare providers. See
Governmental Regulation-Healthcare Regulation included in Item 1 of this Annual Report on Form 10-K. In addition, private third-party payors have continued their efforts to control healthcare costs. We cannot assure you that
adequate reimbursement levels will be available for services to be provided by our tenants which are currently being reimbursed by Medicare, Medicaid or private payors. Significant limits by governmental and private third-party payors on the scope
of services reimbursed and on reimbursement rates and fees could have a material adverse effect on the liquidity, financial condition and results of operations of certain of our tenants and operators, which, in turn, could have a Material Adverse
Effect on us.

Significant legal actions could subject our operators to increased operating costs and substantial uninsured liabilities, which could
materially adversely affect their liquidity, financial condition and results of operations.

Although claims and costs of professional
liability insurance seem to be growing at a slower pace, Genesis, Benchmark and our other skilled nursing facility operators have experienced substantial increases in both the number and size of professional liability claims in recent years. In
addition to large compensatory claims, plaintiffs attorneys increasingly are seeking significant punitive damages and attorneys fees.

Due to the high number and severity of professional liability claims against healthcare providers, the availability of professional liability insurance has been severely restricted and the premiums on such insurance coverage have increased
dramatically. As a result, the insurance coverage of our operators might not cover all claims against them or continue to be available to them at a reasonable cost. If Genesis, Benchmark or our other operators are unable to maintain adequate
insurance coverage or are required to pay punitive damages, they may be exposed to substantial liabilities.

Operators that insure their
professional liability risks through their own captive limited purpose entities generally estimate the future cost of professional liability through actuarial studies which rely primarily on historical data. However, due to the increase in the
number and severity of professional claims against healthcare providers, these actuarial studies may underestimate the future cost of claims and there can be no assurance that such operators reserves for future claims will be adequate to cover
the actual cost of such claims. If the actual cost of such claims is significantly higher than the operators reserves, it could have a material adverse effect on the liquidity, financial condition and results of operations of our operators and
their ability to make rental payments to us, which in turn, could have a Material Adverse Effect on us.



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##### Index to Financial Statements

Our operators may be sued under a federal whistleblower statute.

Our operators who engage in business with the federal government may be sued under a federal whistleblower statute designed to combat fraud and abuse in
the healthcare industry. See Governmental RegulationHealthcare Regulation included in Item 1 of this Annual Report on Form 10-K. These lawsuits can involve significant monetary damages and award bounties to private plaintiffs
who successfully bring these suits. If any of these lawsuits were to be brought against our operators, such suits combined with increased operating costs and substantial uninsured liabilities could have a material adverse effect on the liquidity,
financial condition and results of operations of our operators and their ability to make rental payments to us, which, in turn, could have a Material Adverse Effect on us.

If any of our properties are found to be contaminated, or if we become involved in any environmental disputes, we could incur substantial liabilities and costs.

Under federal and state environmental laws and regulations, a current or former owner of real property may be liable for costs related to the
investigation, removal and remediation of hazardous or toxic substances or petroleum that are released from or are present at or under, or that are disposed of in connection with such property. Owners of real property may also face other
environmental liabilities, including government fines and penalties imposed by regulatory authorities and damages for injuries to persons, property or natural resources. Environmental laws and regulations often impose liability without regard to
whether the owner was aware of, or was responsible for, the presence, release or disposal of hazardous or toxic substances or petroleum. In certain circumstances, environmental liability may result from the activities of a current or former operator
of the property. Although we are generally indemnified by the current operators of our properties for contamination caused by such operators, these indemnities may not adequately cover all environmental costs. See Governmental
RegulationEnvironmental Regulation included in Item 1 of this Annual Report on Form 10-K.



|ITEM 1B. | Unresolved Staff Comments
|-------- | -------------------------

None.



|ITEM 2. | Properties
|------- | ----------

As of
December 31, 2006, we owned nine seniors housing communities, five skilled nursing facilities and three other properties in three states. Certain of our properties are subject to mortgages.

The following table sets forth select information regarding the properties we owned as of December 31, 2006 for each state in which we own property:



|              |  |                             |  |                            |  |                     |  |               |  |                     
|------------- |  | --------------------------- |  | -------------------------- |  | ------------------- |  | ------------- |  | --------------------
|              |  | Seniors Housing Communities |  | Skilled Nursing Facilities |  | Other Properties   
|State         |  | Number of Properties        |  | Units                      |  | Number ofFacilities |  | Licensed Beds |  | Number of Properties
|Massachusetts |  | 5                           |  | 515                        |  |                    |  |              |  |                    
|New Jersey    |  |                            |  |                           |  | 1                   |  | 153           |  | 1                   
|Pennsylvania  |  | 4                           |  | 364                        |  | 4                   |  | 628           |  | 2                   
|              |  |                             |  |                            |  |                     |  |               |  |                     
|Total         |  | 9                           |  | 879                        |  | 5                   |  | 781           |  | 3                   
|              |  |                             |  |                            |  |                     |  |               |  |                     



|ITEM 3. | Legal Proceedings
|------- | -----------------

We are not a party
to, nor is any of our property the subject of, any material pending legal proceedings.



|ITEM 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

Not applicable.



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##### Index to Financial Statements

PART II



|ITEM 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|------- | ------------------------------------------------------------------------------------------------------------

Market Information

There is no established public
trading market for our partnership interests. As of March 21, 2007, there were 8,425,163 limited and general partnership units (consisting of 7,873 Class A general partnership units, 8,040,688 Class A limited partnership units, 31,455
Class C limited partnership units and 345,147 Class D limited partnership units) outstanding held by six partners of record. Ventas, directly and indirectly through ElderTrust (our sole general partner), holds all of the Class A general and
limited partnership units and 309,010 of the Class D limited partnership units, representing 99.2% of the outstanding partnership interests, as of March 21, 2007.

Subject to certain limitations in our Second Amended and Restated Agreement of Limited Partnership, as amended, the Class C limited partner has the right to require the redemption of its units at any time at a price
per unit equal to 51.1% of the value of a share of Ventas common stock on the date of redemption. However, in lieu of such redemption, ElderTrust, has the right to elect to acquire the units directly from the limited partner in exchange for cash or
its common shares. We and the Class D limited partners have the right to require the redemption of the Class D units at any time in exchange for one share of Ventas common stock per Class D unit, subject to adjustment upon certain events.

Distributions

Cash distributions and
allocations of income (loss) are made as described in Note 2Summary of Significant Accounting PoliciesAllocation of Net Income (Loss) and Cash Distributions of the Notes to Consolidated Financial Statements included in
Item 8 of this Annual Report on Form 10-K.



|ITEM 6. | Selected Financial Data
|------- | -----------------------

You
should read the following selected financial data in conjunction with the Consolidated Financial Statements and the notes thereto included in Item 8 of this Annual Report on Form 10-K. The purchase method of accounting was used to record
our assets acquired and liabilities assumed by ElderTrust on February 5, 2004, the date on which Ventas acquired ElderTrust. Such accounting generally results in increased amortization and depreciation reported in future periods. Accordingly,
the accompanying consolidated financial information of the ETOP Predecessor and the Partnership are not comparable in all material respects since those consolidated financial statements report financial position, results of operations, and cash
flows of these two separate entities. Also, the 2002 results of operations related to a seniors housing community sold during 2005 have not been reclassified to discontinued operations, as the information needed to do so is not available. The
financial data for the year ended December 31, 2004 includes data from the ETOP Predecessor for the period from January 1, 2004 through February 4, 2004. See Note 3Merger of ElderTrust of the Notes to Consolidated
Financial Statements included in Item 8 of this Annual Report on Form 10-K.



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|                                                    |  |                                           |         |   |      |   |         |          |  |   |                  |   |  |      |         |   |  |   |         |  
|--------------------------------------------------- |  | ----------------------------------------- | ------- | - | ---- | - | ------- | -------- |  | - | ---------------- | - |  | ---- | ------- | - |  | - | ------- | -
|                                                    |  |                                           |         |   |      |   |         |          |  |   | ETOP Predecessor |  
|                                                    |  | As of and For the Year Ended December 31, |        
|                                                    |  | 2006                                      |         |   | 2005 |   |         | 2004 (1) |  |   | 2003             |   |  | 2002 |        
|                                                    |  | (in thousands, except per unit data)      |        
|Operating Data                                      |  |                                           |         |   |      |   |         |          |  |   |                  |   |  |      |         |   |  |   |         |  
|Rental income                                       |  | $                                         | 16,510  |   |      | $ | 16,378  |          |  | $ | 16,434           |   |  | $    | 17,704  |   |  | $ | 16,230  |  
|General, administrative and professional fees       |  |                                           | 993     |   |      |   | 1,451   |          |  |   | 1,487            |   |  |      | 3,489   |   |  |   | 2,309   |  
|Interest expense                                    |  |                                           | 5,095   |   |      |   | 5,090   |          |  |   | 5,502            |   |  |      | 7,247   |   |  |   | 7,774   |  
|Income before discontinued operations               |  |                                           | 3,159   |   |      |   | 2,640   |          |  |   | 2,519            |   |  |      | 1,150   |   |  |   | 1,079   |  
|Discontinued operations                             |  |                                           |        |   |      |   | 5,334   |          |  |   | 363              |   |  |      | 3,300   |   |  |   | (336    | )
|Net income                                          |  |                                           | 3,159   |   |      |   | 7,974   |          |  |   | 2,882            |   |  |      | 4,450   |   |  |   | 743     |  
|                                                    |  |                                           |         |   |     
|Net Income Allocation to Partners                   |  |                                           |         |   |      |   |         |          |  |   |                  |   |  |      |         |   |  |   |         |  
|Income before discontinued operations allocated to: |  |                                           |         |   |      |   |         |          |  |   |                  |   |  |      |         |   |  |   |         |  
|Class A general partner                             |  | $                                         | 3       |   |      | $ | 2       |          |  | $ | 2                |   |  | $    | 1       |   |  | $ | 1       |  
|Class A limited partners                            |  |                                           | 3,030   |   |      |   | 2,504   |          |  |   | 2,507            |   |  |      | 1,145   |   |  |   | 1,074   |  
|Class C limited partner                             |  |                                           | 12      |   |      |   | 10      |          |  |   | 10               |   |  |      | 4       |   |  |   | 4       |  
|Class D limited partners                            |  |                                           | 114     |   |      |   | 124     |          |  |   |                 |   |  |      |        |   |  |   |        |  
|Net income allocated to:                            |  |                                           |         |   |      |   |         |          |  |   |                  |   |  |      |         |   |  |   |         |  
|Class A general partner                             |  | $                                         | 3       |   |      | $ | 8       |          |  | $ | 3                |   |  | $    | 4       |   |  | $ | 1       |  
|Class A limited partners                            |  |                                           | 3,030   |   |      |   | 7,812   |          |  |   | 2,868            |   |  |      | 4,429   |   |  |   | 739     |  
|Class C limited partner                             |  |                                           | 12      |   |      |   | 30      |          |  |   | 11               |   |  |      | 17      |   |  |   | 3       |  
|Class D limited partners                            |  |                                           | 114     |   |      |   | 124     |          |  |   |                 |   |  |      |        |   |  |   |        |  
|Net income per unit:                                |  |                                           |         |   |      |   |         |          |  |   |                  |   |  |      |         |   |  |   |         |  
|Class A general partnership unit                    |  | $                                         | 0.38    |   |      | $ | 1.00    |          |  | $ | 0.38             |   |  | $    | 0.50    |   |  | $ | 0.13    |  
|Class A limited partnership unit                    |  |                                           | 0.38    |   |      |   | 0.97    |          |  |   | 0.36             |   |  |      | 0.56    |   |  |   | 0.10    |  
|Class C limited partnership unit                    |  |                                           | 0.38    |   |      |   | 0.97    |          |  |   | 0.35             |   |  |      | 0.55    |   |  |   | 0.10    |  
|Class D limited partnership unit                    |  |                                           | 0.33    |   |      |   | 0.36    |          |  |   |                 |   |  |      |        |   |  |   |        |  
|                                                    |  |                                           |         |   |     
|Other Data                                          |  |                                           |         |   |      |   |         |          |  |   |                  |   |  |      |         |   |  |   |         |  
|Net cash provided by operating activities           |  | $                                         | 7,381   |   |      | $ | 8,062   |          |  | $ | 8,448            |   |  | $    | 25,978  |   |  | $ | 10,846  |  
|Net cash (used in) provided by investing activities |  |                                           | (261    | ) |      |   | 9,864   |          |  |   | 2,723            |   |  |      | 33,965  |   |  |   | 582     |  
|Net cash used in financing activities               |  |                                           | (7,223  | ) |      |   | (18,697 | )        |  |   | (35,630          | ) |  |      | (41,653 | ) |  |   | (6,705  | )
|Weighted average units outstanding:                 |  |                                           |         |   |      |   |         |          |  |   |                  |   |  |      |         |   |  |   |         |  
|Class A general partnership units                   |  |                                           | 8       |   |      |   | 8       |          |  |   | 8                |   |  |      | 8       |   |  |   | 8       |  
|Class A limited partnership units                   |  |                                           | 8,041   |   |      |   | 8,041   |          |  |   | 8,041            |   |  |      | 7,972   |   |  |   | 7,702   |  
|Class C limited partnership units                   |  |                                           | 31      |   |      |   | 31      |          |  |   | 31               |   |  |      | 31      |   |  |   | 31      |  
|Class D limited partnership units                   |  |                                           | 345     |   |      |   | 101     |          |  |   |                 |   |  |      |        |   |  |   |        |  
|Cash distributions per unit:                        |  |                                           |         |   |      |   |         |          |  |   |                  |   |  |      |         |   |  |   |         |  
|Class A general partnership units                   |  | $                                         | 6       |   |      | $ | 8       |          |  | $ | 38               |   |  | $    | 4       |   |  | $ |        |  
|Class A limited partnership units                   |  |                                           | 5,680   |   |      |   | 8,009   |          |  |   | 38,151           |   |  |      | 3,836   |   |  |   |        |  
|Class C limited partnership units                   |  |                                           | 22      |   |      |   | 23      |          |  |   | 21               |   |  |      | 15      |   |  |   |        |  
|Class D limited partnership units                   |  |                                           | 114     |   |      |   | 124     |          |  |   |                 |   |  |      |        |   |  |   |        |  
|                                                    |  |                                           |         |   |     
|Balance Sheet Data                                  |  |                                           |         |   |      |   |         |          |  |   |                  |   |  |      |         |   |  |   |         |  
|Real estate investments and land, at cost           |  | $                                         | 155,616 |   |      | $ | 155,355 |          |  | $ | 160,769          |   |  | $    | 180,608 |   |  | $ | 326,978 |  
|Total assets                                        |  |                                           | 158,217 |   |      |   | 162,161 |          |  |   | 164,548          |   |  |      | 192,183 |   |  |   | 306,027 |  
|Debt and other obligations                          |  |                                           | 73,299  |   |      |   | 74,700  |          |  |   | 85,535           |   |  |      | 84,445  |   |  |   | 207,956 |  
|Partners' capital                                   |  |                                           | 81,173  |   |      |   | 83,836  |          |  |   | 74,987           |   |  |      | 89,914  |   |  |   | 89,382  |  

---

|(1) | The financial data for the year ended December 31, 2004 includes data from the ETOP Predecessor for
the period from January 1, 2004 through February 4, 2004. See Note 3Merger of ElderTrust of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



17



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##### Table of Contents

##### Index to Financial Statements

|ITEM 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of the consolidated
results of operations and financial condition of ElderTrust Operating Limited Partnership (together with its subsidiaries, except where the context otherwise requires, the Partnership, we, us, or our).
You should read this discussion in conjunction with our Consolidated Financial Statements and the notes thereto included in Item 8 of this Annual Report on Form 10-K. All references to periods prior to February 5, 2004, the date on which
we were acquired by Ventas, Inc. (Ventas), refer to the activities of our predecessor (the ETOP Predecessor). This Managements Discussion and Analysis will help you understand:



| |  |  | Our critical accounting policies and estimates;
| | - |  | -----------------------------------------------



| |  |  | Our results of operations for the last three years; and
| | - |  | -------------------------------------------------------



| |  |  | Our liquidity and capital resources.
| | - |  | ------------------------------------

Critical
Accounting Policies and Estimates

Our Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted
accounting principles (GAAP), which requires us to make estimates and judgments about future events that affect the reported amounts in the financial statements and the related disclosures. We believe that the following critical
accounting policies, among others, affect our more significant estimates and judgments used in the preparation of our financial statements. For more information regarding our critical accounting policies, please see Note 2Summary of
Significant Accounting Policies of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

Long-Lived Assets

Investments in real estate properties are recorded at cost. We account for acquisitions using the
purchase method. The cost of the properties acquired is allocated among tangible land, buildings and equipment and recognized intangibles based upon estimated fair values in accordance with the provisions of Statement of Financial Accounting
Standards (SFAS) No. 141, Business Combinations. We estimate fair values of the components of assets acquired as of the acquisition date or engage a third party appraiser as necessary. Recognized intangibles, if any,
include the value of acquired lease contracts and related customer relationships.

Our method for determining fair value varies with the
categorization of the asset acquired. We estimate the fair value of buildings on an as-if-vacant basis, and depreciate the building value over the estimated remaining life of the building. We determine the allocated value of other fixed assets based
upon the replacement cost and depreciate such value over the estimated remaining useful lives. We determine the value of land either based on real estate tax assessed values in relation to the total value of the asset, internal analyses of recently
acquired and existing comparable properties within our portfolio or third party appraisals. The fair value of in-place leases, if any, reflects (i) above and below market leases, if any, determined by discounting the difference between the
estimated current market rent and the in-place rentals, the resulting intangible asset of which is amortized to rental revenue over the remaining life of the associated lease plus any fixed rate renewal periods, if applicable, (ii) the
estimated value of the cost to obtain tenants, including tenant allowances, tenant improvements and leasing commissions, which is amortized over the remaining life of the associated lease, and (iii) an estimated value of the absorption period
to reflect the value of the rents and recovery costs foregone during a reasonable lease-up period, as if the acquired space was vacant, which is amortized over the remaining life of the associated lease. We also estimate the value of tenant or other
customer relationships acquired by considering the nature and extent of existing business relationships with the tenant, growth prospects for developing new business with such tenant, such tenants credit quality, expectations of lease renewals
with such tenant, and the potential for significant, additional future leasing arrangements with such tenant. We amortize such value, if any, over the expected term of the associated arrangements or leases, which would include the remaining lives of
the related leases and any expected renewal periods.

Impairment of Long-Lived Assets

We periodically evaluate our long-lived assets, primarily consisting of our investments in real estate, for impairment indicators in accordance with SFAS
No. 144 Accounting for the Impairment and Disposal of Long-Lived Assets. If indicators of impairment are present, we evaluate the carrying value of the related real estate investments in relation to the future undiscounted cash
flows of the underlying operations and adjust the net book value of leased properties and other



18



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##### Table of Contents

##### Index to Financial Statements

long-lived assets to fair value if the sum of the expected future cash flow or sales proceeds is less than book value. An impairment loss is recognized at
the time we make any such determination. Future events could occur which would cause us to conclude that impairment indicators exist and an impairment loss is warranted. We did not record any impairment charges in 2006, 2005 or 2004.

Revenue Recognition

Certain of our leases provide
for periodic and determinable increases in base rent. Base rental revenues under these leases are recognized on a straight-line basis over the term of the applicable lease. Income on our straight-line revenue is recognized when collectibility is
reasonably assured. In the event we determine that collectibility of straight-line revenue is not reasonably assured, we establish an allowance for estimated losses. Recognizing rental income on a straight-line basis results in recognized revenue
exceeding cash amounts contractually due from our tenants during the first half of the term for leases that have straight-line treatment.

Certain of our other leases provide for an annual increase in rental payments only if certain revenue parameters or other contingencies are met. We recognize the increased rental revenue under these leases only if the revenue parameters or
other contingencies are met rather than on a straight-line basis over the term of the applicable lease. We recognize income from rent, lease termination fees and other income once all of the following criteria are met in accordance with Securities
and Exchange Commission (the Commission) Staff Accounting Bulletin 104: (i) the agreement has been fully executed and delivered; (ii) services have been rendered; (iii) the amount is fixed or determinable; and
(iv) the collectibility is reasonably assured.

Gain on Sale of Facilities

We recognize sales of facilities only upon the closing of the transaction with the purchaser. Payments received from purchasers prior to closing are
recorded as deposits and classified as other assets in the consolidated balance sheet. Gains on facilities sold are recognized using the full accrual method upon closing when the collectibility of the sales price is reasonably assured, we are not
obligated to perform significant activities after the sale to earn the profit, we have received adequate initial investment from the buyer, and other profit recognition criteria have been satisfied. Gains may be deferred in whole or in part until
the sales satisfy the requirements of gain recognition on sales of real estate under SFAS No. 66, Accounting for Sales of Real Estate.

Results of Operations

The tables below show our results of operations for each year and the absolute and percentage change
in those results from year to year. The results of operations for the year ended December 31, 2004 include the results of the ETOP Predecessor for the period from January 1, 2004 through February 4, 2004. Results for the period from
February 5, 2004 through December 31, 2004 differ from the ETOP Predecessor primarily as a result of the purchase accounting adjustments recorded upon the acquisition of ElderTrust by Ventas. See Note 3Merger of
ElderTrust of the Notes to Consolidated Financial Statements.



19



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##### Index to Financial Statements

Years Ended December 31, 2006 and 2005



|                                              |  |                         |        |        |   |        |  |   |        |   |  |       |   
|--------------------------------------------- |  | ----------------------- | ------ | ------ | - | ------ |  | - | ------ | - |  | ----- | --
|                                              |  | Year Ended December 31, |        | Change |  
|                                              |  | 2006                    |        | 2005   |   | $      |  |   | %      |  
|                                              |  | (dollars in thousands)  |       
|Revenues:                                     |  |                         |        |        |   |        |  |   |        |   |  |       |   
|Rental income                                 |  | $                       | 16,510 |        | $ | 16,378 |  | $ | 132    |   |  | 0.8   | % 
|Interest and other income                     |  |                         | 126    |        |   | 149    |  |   | (23    | ) |  | (15.4 | ) 
|                                              |  |                         |        |        |   |        |  |   |        |   |  |       |   
|Total revenues                                |  |                         | 16,636 |        |   | 16,527 |  |   | 109    |   |  | 0.7   |   
|                                              |  |                         |        |       
|Expenses:                                     |  |                         |        |        |   |        |  |   |        |   |  |       |   
|Interest                                      |  |                         | 5,095  |        |   | 5,090  |  |   | 5      |   |  | 0.1   |   
|Depreciation and amortization                 |  |                         | 5,342  |        |   | 5,316  |  |   | 26     |   |  | 0.5   |   
|Property-level operating expenses             |  |                         | 1,447  |        |   | 1,430  |  |   | 17     |   |  | 1.2   |   
|General, administrative and professional fees |  |                         | 993    |        |   | 1,451  |  |   | (458   | ) |  | (31.6 | ) 
|Intercompany interest                         |  |                         | 600    |        |   | 600    |  |   |       |   |  | nm    |   
|                                              |  |                         |        |        |   |        |  |   |        |   |  |       |   
|Total expenses                                |  |                         | 13,477 |        |   | 13,887 |  |   | (410   | ) |  | (3.0  | ) 
|                                              |  |                         |        |        |   |        |  |   |        |   |  |       |   
|Income before discontinued operations         |  |                         | 3,159  |        |   | 2,640  |  |   | 519    |   |  | 19.7  |   
|Discontinued operations                       |  |                         |       |        |   | 5,334  |  |   | (5,334 | ) |  | nm    |   
|                                              |  |                         |        |        |   |        |  |   |        |   |  |       |   
|Net income                                    |  | $                       | 3,159  |        | $ | 7,974  |  | $ | (4,815 | ) |  | (60.4 | )%
|                                              |  |                         |        |        |   |        |  |   |        |   |  |       |   

---

nm - Not meaningful

Revenues

There was no material change in our 2006
revenues from the comparable period in 2005.

Expenses

The majority of our general, administrative and professional fees results from the allocation of corporate expenses from Ventas. This allocation method is based on our total revenues in relation to the consolidated
revenues of Ventas. The decrease in this expense during 2006 is attributable primarily to lower allocations from Ventas due to its overall growth.

Discontinued Operations

We did not make any dispositions during the year ended December 31, 2006. Discontinued
operations for the year ended December 31, 2005 represents the operating results of one seniors housing community that was sold in the fourth quarter for approximately $9.9 million in net cash proceeds. We recognized a net gain on the sale of
approximately $5.1 million. In addition, the tenant paid us a lease termination fee of approximately $0.2 million. See Note 4Discontinued Operations of the Notes to Consolidated Financial Statements.



20



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##### Table of Contents

##### Index to Financial Statements

Years Ended December 31, 2005 and 2004



|                                              |  |                         |        |          |   |        |  |   |       |   |  |         |   
|--------------------------------------------- |  | ----------------------- | ------ | -------- | - | ------ |  | - | ----- | - |  | ------- | --
|                                              |  | Year Ended December 31, |        | Change   |  
|                                              |  | 2005                    |        | 2004 (a) |   | $      |  |   | %     |  
|                                              |  | (dollars in thousands)  |       
|Revenues:                                     |  |                         |        |          |   |        |  |   |       |   |  |         |   
|Rental income                                 |  | $                       | 16,378 |          | $ | 16,434 |  | $ | (56   | ) |  | (0.3    | )%
|Interest and other income                     |  |                         | 149    |          |   | 114    |  |   | 35    |   |  | 30.7    |   
|                                              |  |                         |        |          |   |        |  |   |       |   |  |         |   
|Total revenues                                |  |                         | 16,527 |          |   | 16,548 |  |   | (21   | ) |  | (0.1    | ) 
|                                              |  |                         |        |         
|Expenses:                                     |  |                         |        |          |   |        |  |   |       |   |  |         |   
|Interest                                      |  |                         | 5,090  |          |   | 5,502  |  |   | (412  | ) |  | (7.5    | ) 
|Depreciation and amortization                 |  |                         | 5,316  |          |   | 5,351  |  |   | (35   | ) |  | (0.7    | ) 
|Property-level operating expenses             |  |                         | 1,430  |          |   | 1,262  |  |   | 168   |   |  | 13.3    |   
|General, administrative and professional fees |  |                         | 1,451  |          |   | 1,487  |  |   | (36   | ) |  | (2.4    | ) 
|Intercompany interest                         |  |                         | 600    |          |   | 409    |  |   | 191   |   |  | 46.7    |   
|Loss on extinguishment of debt                |  |                         |       |          |   | 8      |  |   | (8    | ) |  | nm      |   
|Loss on sale of long-lived assets             |  |                         |       |          |   | 10     |  |   | (10   | ) |  | nm      |   
|                                              |  |                         |        |          |   |        |  |   |       |   |  |         |   
|Total expenses                                |  |                         | 13,887 |          |   | 14,029 |  |   | (142  | ) |  | (1.0    | ) 
|                                              |  |                         |        |          |   |        |  |   |       |   |  |         |   
|Income before discontinued operations         |  |                         | 2,640  |          |   | 2,519  |  |   | 121   |   |  | 4.8     |   
|Discontinued operations                       |  |                         | 5,334  |          |   | 363    |  |   | 4,971 |   |  | 1,369.4 |   
|                                              |  |                         |        |          |   |        |  |   |       |   |  |         |   
|Net income                                    |  | $                       | 7,974  |          | $ | 2,882  |  | $ | 5,092 |   |  | 176.7   | % 
|                                              |  |                         |        |          |   |        |  |   |       |   |  |         |   

---

|(a) | The purchase method of accounting was used to record our assets acquired and liabilities assumed by
ElderTrust, our general partner, on February 5, 2004, the date on which Ventas acquired ElderTrust. Such accounting generally results in increased amortization and depreciation reported in future periods. Accordingly, the accompanying
consolidated financial statements of the ETOP Predecessor and the Partnership are not comparable in all material respects since those consolidated financial statements report financial position, results of operations, and cash flows of these two
separate entities.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

nm - Not meaningful

Revenues

There was no material change in our 2005 revenues from the comparable period in 2004.

Expenses

The decrease in interest expense is
primarily due to lower debt principal balances during 2005 as compared to 2004.

Intercompany interest relates to a $7.5 million promissory
note entered into in April 2004 with Ventas Realty, Limited Partnership, a wholly owned subsidiary of Ventas (Ventas Realty). Under the terms of this note, interest is paid quarterly at an annual rate of 8.0%. The increase is the result
of the note being outstanding during all of 2005 and only for a portion of 2004.

Property-level operating expenses increased during 2005
primarily as a result of higher utility costs and property-level taxes.

Discontinued Operations

Discontinued operations for the year ended December 31, 2005 represents the operating results of one seniors housing community that was sold in the
fourth quarter for approximately $9.9 million in net cash proceeds. We recognized a net gain on the sale of approximately $5.1 million. In addition, the tenant paid us a lease termination fee of approximately $0.2 million. Discontinued operations
for the year ended December 31, 2004 relates to a sale completed by the ETOP Predecessor in January 2004. See Note 4Discontinued Operations of the Notes to Consolidated Financial Statements.



21



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##### Index to Financial Statements

Asset/Liability Management

Asset/liability management is a key element of our overall risk management program. The objective of asset/liability management is to support the achievement of business strategies while maintaining appropriate risk
levels. The asset/liability management process focuses on a variety of risks, including market risk (primarily interest rate risk) and credit risk. Effective management of these risks is an important determinant of the absolute levels and
variability of net income and net worth. The following discussion addresses our integrated management of assets and liabilities. We do not use derivative financial instruments for speculative or hedging purposes.

Market Risk

We receive revenue primarily by leasing
our assets under long-term triple-net leases in which the rental rate is generally fixed with annual escalators, subject to certain limitations. Our intercompany note payable and substantially all of our other mortgage indebtedness also bear
interest at fixed rates. We do not utilize interest rate swaps or any other type of derivative financial instruments to mitigate interest rate risk.

For fixed rate debt, changes in interest rates generally affect the fair market value of the underlying indebtedness, but not earnings or cash flows. We generally cannot prepay fixed rate debt prior to maturity
without a premium. Therefore, interest rate risk and changes in fair market value should not have a significant impact on our fixed rate debt until we are required to refinance such debt.

To highlight the sensitivity of our fixed rate debt to changes in interest rates, the following summary shows the effects of a hypothetical instantaneous
change of 100 basis points (BPS) in interest rates as of December 31, 2006 and 2005:



|                                                |  |                    |        |      |   |       
|----------------------------------------------- |  | ------------------ | ------ | ---- | - | ------
|                                                |  | As of December 31,
|                                                |  | 2006               |        | 2005
|                                                |  | (in thousands)    
|Book value                                      |  | $                  | 72,886 |      | $ | 74,276
|Fair value                                      |  |                    | 76,445 |      |   | 79,778
|Fair value reflecting change in interest rates: |  |                    |        |      |   |       
|-100 BPS                                        |  |                    | 80,275 |      |   | 84,197
|+100 BPS                                        |  |                    | 73,019 |      |   | 75,831

The fair market value of our fixed rate debt is based on current interest rates at which similar
borrowings could be made by us. These sensitivity analyses are limited in that they were performed at a particular point in time and are subject to the accuracy of the various assumptions used.

We may borrow additional money with variable interest rates in the future. Increases in interest rates, therefore, would result in increases in interest
expense, which could adversely affect our cash flow and our ability to pay our obligations.

Credit Risk

As of December 31, 2006, approximately 53.5% and 35.2% of our properties, based on their original cost, were operated by Genesis and Benchmark,
respectively. Approximately 50.1% and 30.8% of our total rental income for the year ended December 31, 2006 were derived from leases with Genesis and Benchmark, respectively.

Accordingly, the financial condition of Genesis and Benchmark and their ability to meet our rent obligations will largely determine our rental revenues
and our ability to make distributions to our partners. In addition, any failure by Genesis or Benchmark to effectively conduct its operations could have a material adverse effect on its business reputation or on its ability to enlist and maintain
patients in its facilities. See We are dependent on Genesis and Benchmark; Genesiss or Benchmarks inability or unwillingness to satisfy its obligations under its agreements with us could significantly harm us and our ability to
service our indebtedness and other obligations, included in Part I, Item 1A of this Annual Report on Form 10-K, and Note 7Concentration of Credit Risk of the Notes to Consolidated Financial Statements. We monitor our
credit risk under our lease agreements with our tenants by, among other things, (i) reviewing and analyzing information regarding the healthcare industry generally, publicly available information regarding tenants, and information provided by
the tenants and borrowers under our lease and other agreements, and (ii) having periodic discussions with tenants, borrowers and their representatives.



22



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##### Index to Financial Statements

Liquidity and Capital Resources

Cash Flows

During 2006, our principal source of liquidity was cash flow from operations. We
anticipate that cash flow from operations over the next twelve months will be adequate to fund our business operations, distributions to partners and debt amortization. Capital requirements for acquisitions, if any, may require funding from
borrowings, assumption of debt from the seller, issuance of secured or unsecured long-term debt or other securities or contributions by Ventas.

We had cash and cash equivalents of $0.3 million and $0.4 million and restricted cash of $6.5 million and $5.6 million as of December 31, 2006 and 2005, respectively.

Net cash provided by operating activities was $7.4 million, $8.1 million and $8.4 million for the years ended December 31, 2006, 2005 and 2004,
respectively. The decreases in 2006 and 2005 primarily relate to changes in operating assets and liabilities.

Net cash used in investing
activities was $0.3 million for the year ended December 31, 2006. Net cash provided by investing activities was $9.9 million and $2.7 million for the years ended December 31, 2005 and 2004, respectively. The increase in 2005 from 2004 was
due primarily to the receipt of proceeds from the sale of the seniors housing community in 2005. We did not dispose of any assets during 2006.

Net cash used in financing activities was $7.2 million, $18.7 million and $35.6 million for the years ended December 31, 2006, 2005 and 2004, respectively. The decreases in 2006 and 2005 are the result of fewer distributions to Ventas
during 2006 and 2005. Additionally, the decrease in 2006 from 2005 resulted in less payments on debt.

Debt and Note Payable

For a description of our long-term obligations, see Note 8Debt of the Notes to Consolidated Financial Statements.

Debt Guarantees

We and certain of our direct and indirect wholly owned subsidiaries (the ETOP Subsidiary Guarantors) have provided full and unconditional guarantees, on a joint and several basis with certain of
Ventass other direct and indirect wholly owned subsidiaries, of the obligation to pay principal and interest with respect to Ventass 37/8% Convertible Senior Notes due 2011 and, along with a guarantee by Ventas, with respect to the 83/4% Senior Notes due 2009, 63/4% Senior Notes due 2010, 9% Senior
Notes due 2012, 65/8% Senior Notes due 2014, 71/8% Senior Notes due 2015, 61/2% Senior Notes due 2016 and 63/4% Senior Notes due 2017 issued by Ventas Realty and Ventas
Capital Corporation, wholly owned subsidiaries of Ventas (collectively, the Senior Notes). The total aggregate principal amount of the Senior Notes outstanding as of December 31, 2006 was $1.5 billion. Certain of our other
subsidiaries (the ETOP Non-Guarantor Subsidiaries) have not provided the guarantee of the Senior Notes and therefore are not directly obligated with respect to the Senior Notes.

Contractual and legal restrictions, including those contained in the instruments
governing certain of the ETOP Non-Guarantor Subsidiaries outstanding indebtedness, may under certain circumstances restrict our ability to obtain cash from the ETOP Non-Guarantor Subsidiaries for the purpose of satisfying our debt service
obligations, including our guarantee of payment of principal and interest on the Senior Notes. Certain of the ETOP Subsidiary Guarantors properties are subject to mortgages.

Partner Distributions

The allocation of net income (loss), after the special allocation of
depreciation and the low income housing tax credits associated with certain of our properties to the Class C limited partner and the Class D limited partners, is based on each partners pro rata share in proportion to its percentage interest as
of the last day of the period for which such allocation is being made. Distributions are paid pro rata in proportion to each partners respective percentage interest on the partnership record date.



23



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##### Index to Financial Statements

Other

In April 2004, we entered into a promissory note in the amount of $7.5 million with Ventas Realty. Under the terms of the note, interest is paid quarterly at an annual rate of 8.0% beginning on July 1, 2004. The note has a maturity
date of December 31, 2013, at which time a principal balloon payment equal to the full amount of the note is due. As of December 31, 2006, the note had an outstanding balance of $7.5 million, with accrued interest due to Ventas Realty of
$0.1 million.

Except with respect to our office buildings, capital expenditures to maintain and improve the leased properties generally
will be incurred by our tenants. Accordingly, we do not believe that we will incur any major expenditures in connection with the leased properties. After the terms of the leases expire, or in the event that the tenants are unable or unwilling to
meet their obligations under the leases, we anticipate that any expenditures relating to the maintenance of leased properties for which we may become responsible will be funded by cash flows from operations or through contributions by Ventas. To the
extent that unanticipated expenditures or significant borrowings are required, our liquidity may be affected adversely.

Contractual Obligations

The following table summarizes the effect that minimum debt (which includes principal and interest payments) and other material
noncancelable commitments are expected to have on our cash flow in future periods:



|                              |  |                |         |                 |   |              |  |           |        |                  |   |       |  |   |       
|----------------------------- |  | -------------- | ------- | --------------- | - | ------------ |  | --------- | ------ | ---------------- | - | ----- |  | - | ------
|                              |  | Total          |         | Less than 1year |   | 1-3 years(2) |  | 3-5 years |        | More than 5years
|                              |  | (in thousands)
|Long-term debt obligations(1) |  | $              | 107,068 |                 | $ | 6,506        |  | $         | 42,642 |                  | $ | 6,084 |  | $ | 51,836
|Operating lease obligations   |  |                | 136     |                 |   | 136          |  |           |       |                  |   |      |  |   |      
|                              |  |                |         |                 |   |              |  |           |        |                  |   |       |  |   |       
|Total                         |  | $              | 107,204 |                 | $ | 6,642        |  | $         | 42,642 |                  | $ | 6,084 |  | $ | 51,836
|                              |  |                |         |                 |   |              |  |           |        |                  |   |       |  |   |       



---

|(1) | Amounts represent contractual amounts due, including interest.
|--- | --------------------------------------------------------------

|(2) | Includes $33.1 million in balloon payments due in October and November 2009 on five mortgage loans.
|--- | ---------------------------------------------------------------------------------------------------



|ITEM 7A. | Quantitative and Qualitative Disclosures About Market Risk
|-------- | ----------------------------------------------------------

The information set forth in Item 7 of this Annual Report on Form 10-K under Managements Discussion and Analysis of Financial Condition and Results of OperationsAsset/Liability Management
is incorporated by reference into this Item 7A.



24



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##### Table of Contents

##### Index to Financial Statements

|ITEM 8. | Financial Statements and Supplementary Data
|------- | -------------------------------------------

ElderTrust Operating Limited Partnership

Index to Consolidated Financial Statements and Financial Statement Schedule



|                                                                                                                                                                                                                   |  |   
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --
|Report of Independent Registered Public Accounting Firm                                                                                                                                                            |  | 26
|Consolidated Balance Sheets as of December 31, 2006 and 2005                                                                                                                                                       |  | 27
|Consolidated Statements of Income for the Years Ended December 31, 2006 and 2005, and for the Periods from February 5, 2004 through December 31, 2004 and from January 1, 2004 through February 4,
2004            |  | 28
|Consolidated Statements of Partners Capital for the Years Ended December 31, 2006 and 2005, and for the Periods from February 5, 2004 through December 31, 2004 and from January 1, 2004 through
February 4, 2004 |  | 29
|Consolidated Statements of Cash Flows for the Years Ended December 31, 2006 and 2005, and for the Periods from February 5, 2004 through December 31, 2004 and from January 1, 2004 through February 4,
2004        |  | 30
|Notes to Consolidated Financial Statements                                                                                                                                                                         |  | 31
|Consolidated Financial Statement Schedule                                                                                                                                                                          |  |   
|Schedule III  Real Estate and Accumulated Depreciation                                                                                                                                                            |  | 45



25



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##### Table of Contents

##### Index to Financial Statements

Report of Independent Registered Public Accounting Firm

Partners

ElderTrust Operating Limited Partnership

We have audited the accompanying
consolidated balance sheet of ElderTrust Operating Limited Partnership (the Partnership) as of December 31, 2006 and 2005, and the related consolidated statements of income, partners capital, and cash flows for the years ended
December 31, 2006 and 2005 and for the period from February 5, 2004 through December 31, 2004. We have also audited the accompanying consolidated statements of income, partners capital, and cash flows of ElderTrust Operating
Limited Partnership (the Predecessor) for the period from January 1, 2004 through February 4, 2004. Our audits also included the financial statement schedule listed in the Index. These financial statements and schedule are the
responsibility of the Partnerships management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to perform an audit of the Partnerships internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements
referred to above present fairly, in all material respects, the consolidated financial position of the Partnership at December 31, 2006 and 2005, and the consolidated results of its operations and its cash flows for the years ended
December 31, 2006 and 2005 and for the period from February 5, 2004 through December 31, 2004, and the consolidated results of operations and cash flows of the Predecessor for the period from January 1, 2004 through
February 4, 2004, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements as a whole, presents fairly in all
material respects the information set forth therein.



/s/ Ernst & Young LLP


Chicago, Illinois

March 26, 2007



26



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##### Table of Contents

##### Index to Financial Statements

ELDERTRUST OPERATING LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

As of December 31, 2006 and 2005

(In thousands)



|                                                                  |  |      |         |   |      |   |         |  
|----------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                                  |  | 2006 |         |   | 2005 |  
|Assets                                                            |  |      |         |   |      |   |         |  
|Real estate investments, at cost                                  |  | $    | 140,015 |   |      | $ | 139,754 |  
|Less-accumulated depreciation                                     |  |      | (15,495 | ) |      |   | (10,162 | )
|Land                                                              |  |      | 15,601  |   |      |   | 15,601  |  
|                                                                  |  |      |         |   |      |   |         |  
|Net real estate investments                                       |  |      | 140,121 |   |      |   | 145,193 |  
|                                                                  |  |     
|Cash and cash equivalents                                         |  |      | 336     |   |      |   | 439     |  
|Restricted cash                                                   |  |      | 6,543   |   |      |   | 5,616   |  
|Accounts receivable, net of allowance of $5 and $36, respectively |  |      | 1,861   |   |      |   | 1,401   |  
|Investment in affiliates                                          |  |      | 9,039   |   |      |   | 9,039   |  
|Other assets                                                      |  |      | 317     |   |      |   | 473     |  
|                                                                  |  |      |         |   |      |   |         |  
|Total assets                                                      |  | $    | 158,217 |   |      | $ | 162,161 |  
|                                                                  |  |      |         |   |      |   |         |  
|Liabilities and Partners' Capital                                 |  |      |         |   |      |   |         |  
|                                                                  |  |     
|Liabilities:                                                      |  |      |         |   |      |   |         |  
|Debt                                                              |  | $    | 65,799  |   |      | $ | 67,200  |  
|Note payable to affiliate                                         |  |      | 7,500   |   |      |   | 7,500   |  
|Accrued interest                                                  |  |      | 525     |   |      |   | 434     |  
|Accrued dividend                                                  |  |      | 23      |   |      |   | 71      |  
|Accounts payable and other accrued liabilities                    |  |      | 3,197   |   |      |   | 3,120   |  
|                                                                  |  |      |         |   |      |   |         |  
|Total liabilities                                                 |  |      | 77,044  |   |      |   | 78,325  |  
|                                                                  |  |     
|Commitments and contingencies                                     |  |      |         |   |      |   |         |  
|                                                                  |  |     
|Partners' capital                                                 |  |      | 81,173  |   |      |   | 83,836  |  
|                                                                  |  |      |         |   |      |   |         |  
|Total liabilities and partners' capital                           |  | $    | 158,217 |   |      | $ | 162,161 |  
|                                                                  |  |      |         |   |      |   |         |  

See accompanying notes.



27



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##### Table of Contents

##### Index to Financial Statements

ELDERTRUST OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per unit amounts)



|                                                                         |  |                                         |        |                                     |   |                                                               |  |   |                                                             |   |  |   |      
|------------------------------------------------------------------------ |  | --------------------------------------- | ------ | ----------------------------------- | - | ------------------------------------------------------------- |  | - | ----------------------------------------------------------- | - |  | - | -----
|                                                                         |  |                                         |        |                                     |   |                                                               |  |   | ETOP Predecessor                                           
|                                                                         |  | For the Year EndedDecember 31, 2006     |        | For the Year EndedDecember 31, 2005 |   | For the Period from February 5, 2004through December 31, 2004 |  |   | For the Period from January 1, 2004 throughFebruary 4, 2004
|                                                                         |  | (In thousands, except per unit amounts)
|Revenues:                                                                |  |                                         |        |                                     |   |                                                               |  |   |                                                             |   |  |   |      
|Rental income                                                            |  | $                                       | 16,510 |                                     | $ | 16,378                                                        |  | $ | 14,922                                                      |   |  | $ | 1,512
|Interest and other income                                                |  |                                         | 126    |                                     |   | 149                                                           |  |   | 54                                                          |   |  |   | 60   
|                                                                         |  |                                         |        |                                     |   |                                                               |  |   |                                                             |   |  |   |      
|Total revenues                                                           |  |                                         | 16,636 |                                     |   | 16,527                                                        |  |   | 14,976                                                      |   |  |   | 1,572
|                                                                         |  |                                         |        |                                    
|Expenses:                                                                |  |                                         |        |                                     |   |                                                               |  |   |                                                             |   |  |   |      
|Interest                                                                 |  |                                         | 5,095  |                                     |   | 5,090                                                         |  |   | 4,953                                                       |   |  |   | 549  
|Depreciation and amortization                                            |  |                                         | 5,342  |                                     |   | 5,316                                                         |  |   | 4,864                                                       |   |  |   | 487  
|Property-level operating expenses                                        |  |                                         | 1,447  |                                     |   | 1,430                                                         |  |   | 1,161                                                       |   |  |   | 101  
|General, administrative, and professional fees                           |  |                                         | 993    |                                     |   | 1,451                                                         |  |   | 1,287                                                       |   |  |   | 200  
|Intercompany interest                                                    |  |                                         | 600    |                                     |   | 600                                                           |  |   | 409                                                         |   |  |   |     
|Loss on debt extinguishment                                              |  |                                         |       |                                     |   |                                                              |  |   |                                                            |   |  |   | 8    
|Loss on sale of fixed assets                                             |  |                                         |       |                                     |   |                                                              |  |   |                                                            |   |  |   | 10   
|                                                                         |  |                                         |        |                                     |   |                                                               |  |   |                                                             |   |  |   |      
|Total expenses                                                           |  |                                         | 13,477 |                                     |   | 13,887                                                        |  |   | 12,674                                                      |   |  |   | 1,355
|                                                                         |  |                                         |        |                                     |   |                                                               |  |   |                                                             |   |  |   |      
|Income before discontinued operations                                    |  |                                         | 3,159  |                                     |   | 2,640                                                         |  |   | 2,302                                                       |   |  |   | 217  
|Discontinued operations                                                  |  |                                         |       |                                     |   | 5,334                                                         |  |   | (51                                                         | ) |  |   | 414  
|                                                                         |  |                                         |        |                                     |   |                                                               |  |   |                                                             |   |  |   |      
|Net income (loss                                                         |  | $                                       | 3,159  |                                     | $ | 7,974                                                         |  | $ | 2,251                                                       |   |  | $ | 631  
|                                                                         |  |                                         |        |                                     |   |                                                               |  |   |                                                             |   |  |   |      
|Net income allocated to Class A general partner                          |  | $                                       | 3      |                                     | $ | 8                                                             |  | $ | 2                                                           |   |  | $ | 1    
|Net income allocated to Class A limited partners                         |  |                                         | 3,030  |                                     |   | 7,812                                                         |  |   | 2,240                                                       |   |  |   | 628  
|Net income allocated to Class C limited partner                          |  |                                         | 12     |                                     |   | 30                                                            |  |   | 9                                                           |   |  |   | 2    
|Net income allocated to Class D limited partners                         |  |                                         | 114    |                                     |   | 124                                                           |  |   |                                                            |   |  |   |     
|                                                                         |  |                                         |        |                                    
|Net income per Class A general partnership unit                          |  | $                                       | 0.38   |                                     | $ | 1.00                                                          |  | $ | 0.25                                                        |   |  | $ | 0.13 
|Net income per Class A limited partnership unit                          |  |                                         | 0.38   |                                     |   | 0.97                                                          |  |   | 0.28                                                        |   |  |   | 0.08 
|Net income per Class C limited partnership unit                          |  |                                         | 0.38   |                                     |   | 0.97                                                          |  |   | 0.29                                                        |   |  |   | 0.06 
|Net income per Class D limited partnership unit                          |  |                                         | 0.33   |                                     |   | 0.36                                                          |  |   |                                                            |   |  |   |     
|                                                                         |  |                                         |        |                                    
|Weighted average number of Class A general partnership units outstanding |  |                                         | 8      |                                     |   | 8                                                             |  |   | 8                                                           |   |  |   | 8    
|Weighted average number of Class A limited partnership units outstanding |  |                                         | 8,041  |                                     |   | 8,041                                                         |  |   | 8,041                                                       |   |  |   | 8,041
|Weighted average number of Class C limited partnership units outstanding |  |                                         | 31     |                                     |   | 31                                                            |  |   | 31                                                          |   |  |   | 31   
|Weighted average number of Class D limited partnership units outstanding |  |                                         | 345    |                                     |   | 101                                                           |  |   |                                                            |   |  |   |     

See accompanying notes.



28



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##### Table of Contents

##### Index to Financial Statements

ELDERTRUST OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL

(In thousands)



|                                                                                   |  |                                |  |                                |  |                                |  |                                |  |                       |     |   |                        |   |         |                       |  |   |                        |   |  |                                  |       |   |                       |   |      |   |  |   |         |  
|---------------------------------------------------------------------------------- |  | ------------------------------ |  | ------------------------------ |  | ------------------------------ |  | ------------------------------ |  | --------------------- | --- | - | ---------------------- | - | ------- | --------------------- |  | - | ---------------------- | - |  | -------------------------------- | ----- | - | --------------------- | - | ---- | - |  | - | ------- | -
|                                                                                   |  | Class AGeneralPartnershipUnits |  | Class ALimitedPartnershipUnits |  | Class CLimitedPartnershipUnits |  | Class DLimitedPartnershipUnits |  | Class AGeneralPartner |     |   | Class ALimitedPartners |   |         | Class CLimitedPartner |  |   | Class DLimitedPartners |   |  | Loans toPartnerfor UnitPurchases |       |   | TotalPartners'Capital |  
|ETOP Predecessor Balances at                                                       |  |                                |  |                                |  |                                |  |                                |  |                       |     |   |                        |   |         |                       |  |   |                        |   |  |                                  |       |   |                       |   |      |   |  |   |         |  
|January 1, 2004                                                                    |  | 8                              |  | 7,777                          |  | 31                             |  |                               |  | $                     | 90  |   |                        | $ | 86,553  |                       |  | $ | 201                    |   |  | $                                |      |   |                       | $ | (239 | ) |  | $ | 86,605  |  
|Net income                                                                         |  |                               |  |                               |  |                               |  |                               |  |                       | 1   |   |                        |   | 628     |                       |  |   | 2                      |   |  |                                  |      |   |                       |   |     |   |  |   | 631     |  
|Market adjustment to record partnership units of third parties at redemption value |  |                               |  |                               |  |                               |  |                               |  |                       |    |   |                        |   | (35     | )                     |  |   |                       |   |  |                                  |      |   |                       |   |     |   |  |   | (35     | )
|Distributions                                                                      |  |                               |  |                               |  |                               |  |                               |  |                       | (1  | ) |                        |   | (1,287  | )                     |  |   | (5                     | ) |  |                                  |      |   |                       |   |     |   |  |   | (1,293  | )
|                                                                                   |  |                                |  |                                |  |                                |  |                                |  |                       |     |   |                        |   |         |                       |  |   |                        |   |  |                                  |       |   |                       |   |      |   |  |   |         |  
|ETOP Predecessor Balances at                                                       |  |                                |  |                                |  |                                |  |                                |  |                       |     |   |                        |   |         |                       |  |   |                        |   |  |                                  |       |   |                       |   |      |   |  |   |         |  
|February 4, 2004                                                                   |  | 8                              |  | 7,777                          |  | 31                             |  |                               |  | $                     | 90  |   |                        | $ | 85,859  |                       |  | $ | 198                    |   |  | $                                |      |   |                       | $ | (239 | ) |  | $ | 85,908  |  
|                                                                                   |  |                                |  |                                |  |                                |  |                                |  |                       |     |   |                        |   |         |                       |  |   |                        |   |  |                                  |       |   |                       |   |      |   |  |   |         |  
|Balances at February 5, 2004                                                       |  | 8                              |  | 8,041                          |  | 31                             |  |                               |  | $                     | 109 |   |                        | $ | 109,124 |                       |  | $ | 420                    |   |  | $                                |      |   |                       | $ |     |   |  | $ | 109,653 |  
|Net income                                                                         |  |                               |  |                               |  |                               |  |                               |  |                       | 2   |   |                        |   | 2,240   |                       |  |   | 9                      |   |  |                                  |      |   |                       |   |     |   |  |   | 2,251   |  
|Distributions                                                                      |  |                               |  |                               |  |                               |  |                               |  |                       | (37 | ) |                        |   | (36,864 | )                     |  |   | (16                    | ) |  |                                  |      |   |                       |   |     |   |  |   | (36,917 | )
|                                                                                   |  |                                |  |                                |  |                                |  |                                |  |                       |     |   |                        |   |         |                       |  |   |                        |   |  |                                  |       |   |                       |   |      |   |  |   |         |  
|Balances at December 31, 2004                                                      |  | 8                              |  | 8,041                          |  | 31                             |  |                               |  |                       | 74  |   |                        |   | 74,500  |                       |  |   | 413                    |   |  |                                  |      |   |                       |   |     |   |  |   | 74,987  |  
|                                                                                   |  |                                |  |                                |  |                                |  |                                |  |                      
|Partnership units issued                                                           |  |                               |  |                               |  |                               |  | 345                            |  |                       |    |   |                        |   |        |                       |  |   |                       |   |  |                                  | 9,039 |   |                       |   |     |   |  |   | 9,039   |  
|Net income                                                                         |  |                               |  |                               |  |                               |  |                               |  |                       | 8   |   |                        |   | 7,812   |                       |  |   | 30                     |   |  |                                  | 124   |   |                       |   |     |   |  |   | 7,974   |  
|Distributions                                                                      |  |                               |  |                               |  |                               |  |                               |  |                       | (8  | ) |                        |   | (8,009  | )                     |  |   | (23                    | ) |  |                                  | (124  | ) |                       |   |     |   |  |   | (8,164  | )
|                                                                                   |  |                                |  |                                |  |                                |  |                                |  |                       |     |   |                        |   |         |                       |  |   |                        |   |  |                                  |       |   |                       |   |      |   |  |   |         |  
|Balances at December 31, 2005                                                      |  | 8                              |  | 8,041                          |  | 31                             |  | 345                            |  |                       | 74  |   |                        |   | 74,303  |                       |  |   | 420                    |   |  |                                  | 9,039 |   |                       |   |     |   |  |   | 83,836  |  
|                                                                                   |  |                                |  |                                |  |                                |  |                                |  |                      
|Net income                                                                         |  |                               |  |                               |  |                               |  |                               |  |                       | 3   |   |                        |   | 3,030   |                       |  |   | 12                     |   |  |                                  | 114   |   |                       |   |     |   |  |   | 3,159   |  
|Distributions                                                                      |  |                               |  |                               |  |                               |  |                               |  |                       | (6  | ) |                        |   | (5,680  | )                     |  |   | (22                    | ) |  |                                  | (114  | ) |                       |   |     |   |  |   | (5,822  | )
|                                                                                   |  |                                |  |                                |  |                                |  |                                |  |                       |     |   |                        |   |         |                       |  |   |                        |   |  |                                  |       |   |                       |   |      |   |  |   |         |  
|Balances at December 31, 2006                                                      |  | 8                              |  | 8,041                          |  | 31                             |  | 345                            |  | $                     | 71  |   |                        | $ | 71,653  |                       |  | $ | 410                    |   |  | $                                | 9,039 |   |                       | $ |     |   |  | $ | 81,173  |  
|                                                                                   |  |                                |  |                                |  |                                |  |                                |  |                       |     |   |                        |   |         |                       |  |   |                        |   |  |                                  |       |   |                       |   |      |   |  |   |         |  

See accompanying notes.



29



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##### Table of Contents

##### Index to Financial Statements

ELDERTRUST OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



|                                                                                  |  |                                   |        |   |                                   |   |         |                                                              |  |   |                                                            |   |  |   |        |  
|--------------------------------------------------------------------------------- |  | --------------------------------- | ------ | - | --------------------------------- | - | ------- | ------------------------------------------------------------ |  | - | ---------------------------------------------------------- | - |  | - | ------ | -
|                                                                                  |  |                                   |        |   |                                   |   |         |                                                              |  |   | ETOP Predecessor                                           |  
|                                                                                  |  | For the YearEndedDecember 31,2006 |        |   | For the YearEndedDecember 31,2005 |   |         | For the Period fromFebruary 5,
2004through December 31, 2004 |  |   | For the Period fromJanuary 1,
2004through February 4, 2004 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                                   |        |   |                                   |   |         |                                                              |  |   |                                                            |   |  |   |        |  
|Net income                                                                        |  | $                                 | 3,159  |   |                                   | $ | 7,974   |                                                              |  | $ | 2,251                                                      |   |  | $ | 631    |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                   |        |   |                                   |   |         |                                                              |  |   |                                                            |   |  |   |        |  
|Depreciation (including amounts in discontinued operations) and amortization      |  |                                   | 5,342  |   |                                   |   | 5,461   |                                                              |  |   | 5,026                                                      |   |  |   | 484    |  
|Gain on sale of assets (including amounts in discontinued operations)             |  |                                   |       |   |                                   |   | (5,114  | )                                                            |  |   |                                                           |   |  |   | (293   | )
|Gain on debt extinguishment                                                       |  |                                   |       |   |                                   |   |        |                                                              |  |   |                                                           |   |  |   | (112   | )
|Straight-lining of rental income                                                  |  |                                   | (474   | ) |                                   |   | (833    | )                                                            |  |   | (515                                                       | ) |  |   |       |  
|Net change in assets and liabilities:                                             |  |                                   |        |   |                                   |   |         |                                                              |  |   |                                                            |   |  |   |        |  
|(Increase) decrease in restricted cash                                            |  |                                   | (927   | ) |                                   |   | 1,089   |                                                              |  |   | (1,192                                                     | ) |  |   | (3     | )
|Decrease (increase) in accounts receivable and other assets                       |  |                                   | 192    |   |                                   |   | 155     |                                                              |  |   | (171                                                       | ) |  |   | 210    |  
|Increase (decrease) in accounts payable and other accrued liabilities             |  |                                   | 120    |   |                                   |   | (401    | )                                                            |  |   | 1,969                                                      |   |  |   | (636   | )
|Other                                                                             |  |                                   | (31    | ) |                                   |   | (269    | )                                                            |  |   |                                                           |   |  |   | 799    |  
|                                                                                  |  |                                   |        |   |                                   |   |         |                                                              |  |   |                                                            |   |  |   |        |  
|Net cash provided by operating activities                                         |  |                                   | 7,381  |   |                                   |   | 8,062   |                                                              |  |   | 7,368                                                      |   |  |   | 1,080  |  
|                                                                                  |  |                                   |        |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |                                   |        |   |                                   |   |         |                                                              |  |   |                                                            |   |  |   |        |  
|Net investment in real estate property                                            |  |                                   | (261   | ) |                                   |   | (25     | )                                                            |  |   | (83                                                        | ) |  |   |       |  
|Proceeds from real estate disposals                                               |  |                                   |       |   |                                   |   | 9,889   |                                                              |  |   |                                                           |   |  |   | 2,806  |  
|                                                                                  |  |                                   |        |   |                                   |   |         |                                                              |  |   |                                                            |   |  |   |        |  
|Net cash (used in) provided by investing activities                               |  |                                   | (261   | ) |                                   |   | 9,864   |                                                              |  |   | (83                                                        | ) |  |   | 2,806  |  
|                                                                                  |  |                                   |        |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |                                   |        |   |                                   |   |         |                                                              |  |   |                                                            |   |  |   |        |  
|Payments on debt                                                                  |  |                                   | (1,401 | ) |                                   |   | (10,533 | )                                                            |  |   | (4,678                                                     | ) |  |   | (242   | )
|Issuance of note payable                                                          |  |                                   |       |   |                                   |   |        |                                                              |  |   | 7,500                                                      |   |  |   |       |  
|Distributions to unit holders                                                     |  |                                   | (5,822 | ) |                                   |   | (8,164  | )                                                            |  |   | (36,917                                                    | ) |  |   | (1,293 | )
|                                                                                  |  |                                   |        |   |                                   |   |         |                                                              |  |   |                                                            |   |  |   |        |  
|Net cash used in financing activities                                             |  |                                   | (7,223 | ) |                                   |   | (18,697 | )                                                            |  |   | (34,095                                                    | ) |  |   | (1,535 | )
|                                                                                  |  |                                   |        |   |                                   |   |         |                                                              |  |   |                                                            |   |  |   |        |  
|Net (decrease) increase in cash and cash equivalents                              |  |                                   | (103   | ) |                                   |   | (771    | )                                                            |  |   | (26,810                                                    | ) |  |   | 2,351  |  
|Cash and cash equivalents, beginning of period                                    |  |                                   | 439    |   |                                   |   | 1,210   |                                                              |  |   | 28,020                                                     |   |  |   | 25,669 |  
|                                                                                  |  |                                   |        |   |                                   |   |         |                                                              |  |   |                                                            |   |  |   |        |  
|Cash and cash equivalents, end of period                                          |  | $                                 | 336    |   |                                   | $ | 439     |                                                              |  | $ | 1,210                                                      |   |  | $ | 28,020 |  
|                                                                                  |  |                                   |        |   |                                   |   |         |                                                              |  |   |                                                            |   |  |   |        |  

See accompanying notes.



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##### Index to Financial Statements

Note 1Description of Partnership

ElderTrust Operating Limited Partnership (ETOP,
we, us, our or the Partnership) is a limited partnership organized under the laws of the state of Delaware. We invest in seniors housing and other healthcare-related properties, primarily skilled
nursing facilities, assisted and independent living facilities and medical and other office buildings. ElderTrust, a Maryland real estate investment trust (ElderTrust), is our sole general partner. On February 5, 2004, ElderTrust
became a wholly owned direct subsidiary of Ventas, Inc. (Ventas), a healthcare real estate investment trust based in Louisville, Kentucky, whose common stock is publicly traded on the New York Stock Exchange. See Note 3Merger
of ElderTrust. All references to periods prior to February 5, 2004 refer to the activities of our predecessor (the ETOP Predecessor).

As of December 31, 2006, our consolidated assets were located in three states and consisted of nine seniors housing communities, five skilled nursing facilities, two medical office buildings and a financial
office building with an aggregate carrying value of $140.1 million. With the exception of the office buildings, we lease these properties to third-party healthcare providers, generally under triple-net or absolute-net
leases, which require the tenants to pay all property-related expenses.

As of December 31, 2006, approximately 53.5% and 35.2% of our
real estate properties, based on their original cost, were leased to or managed by Genesis HealthCare Corporation and certain of its related entities (collectively Genesis) and Benchmark Assisted Living, LLC (Benchmark),
respectively. As a result of these relationships, our revenues and ability to meet our obligations depend, in significant part, upon the ability of Genesis and Benchmark to meet their respective lease obligations. Any failure of Genesis or Benchmark
to effectively continue its operations and/or to make lease payments to us could have a significant adverse impact on our operations and cash flows. See Note 7Concentration of Credit Risk for additional information.

Note 2Summary of Significant Accounting Policies

Basis
of Presentation

The consolidated financial statements include the accounts of ElderTrust Operating Limited Partnership and all of its
direct and indirect wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

The purchase method of accounting was used to record our assets acquired and liabilities assumed by ElderTrust on February 5, 2004, the date on which Ventas acquired ElderTrust. Such accounting generally results in increased
amortization and depreciation reported in future periods. Accordingly, the accompanying consolidated financial statements of the ETOP Predecessor and the Partnership are not comparable in all material respects since those consolidated financial
statements report financial position, results of operations and cash flows of these two separate entities.

Accounting Estimates

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of rental revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Long-Lived Assets

Investments in real estate properties are recorded at cost. We account for acquisitions using the purchase method of accounting. The cost of the properties acquired is allocated among tangible land, buildings and
equipment and recognized intangibles based upon estimated fair values in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations. We estimate fair values of the
components of assets acquired as of the acquisition date or engage a third party appraiser as necessary. Recognized intangibles, if any, include the value of acquired lease contracts and related customer relationships.

Our method for determining fair value varies with the categorization of the asset acquired. We estimate the fair value of its buildings on an
as-if-vacant basis, and depreciate the building value over the estimated remaining life of the building.



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##### Index to Financial Statements

We determine the allocated value of other fixed assets based upon the replacement cost and depreciate such value over their estimated remaining useful lives.
We determine the value of land either based on real estate tax assessed values in relation to the total value of the asset, internal analyses of recently acquired and existing comparable properties within our portfolio or third party appraisals. The
fair value of in-place leases, if any, reflects (i) above and below market leases, if any, determined by discounting the difference between the estimated current market rent and the in-place rentals, the resulting intangible asset of which is
amortized to rental revenue over the remaining life of the associated lease plus any fixed rate renewal periods, if applicable, (ii) the estimated value of the cost to obtain tenants, including tenant allowances, tenant improvements and leasing
commissions, which is amortized over the remaining life of the associated lease, and (iii) an estimated value of the absorption period to reflect the value of the rents and recovery costs foregone during a reasonable lease-up period, as if the
acquired space was vacant, which is amortized over the remaining life of the associated lease. We also estimate the value of tenant or other customer relationships acquired by considering the nature and extent of existing business relationships with
the tenant, growth prospects for developing new business with such tenant, such tenants credit quality, expectations of lease renewals with such tenant, and the potential for significant, additional future leasing arrangements with such
tenant. We amortize such value, if any, over the expected term of the associated arrangements or leases, which would include the remaining lives of the related leases and any expected renewal periods. No value was ascribed to intangibles in the
ElderTrust acquisition.

Depreciation for buildings is recorded on a straight-line basis, using estimated useful lives determined to be 30
years at the date of the ElderTrust acquisition. Prior to the ElderTrust acquisition, the ETOP Predecessor used an estimated useful life of 28.5 years.

Impairment of Long-Lived Assets

We periodically evaluate our long-lived assets, primarily consisting of investments in real
estate, for impairment indicators. If indicators of impairment are present, we evaluate the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying operations. We adjust the net book
value of leased properties and other long-lived assets to fair value, if the sum of the expected future cash flow or sales proceeds is less than book value. An impairment loss is recognized at the time we make any such determination. Future events
could occur which would cause us to conclude that impairment indicators exist and an impairment loss is warranted. We did not record any impairment charges in 2006, 2005 or 2004.

Cash Equivalents

Cash equivalents consist of highly liquid investments with a maturity date of three
months or less when purchased. These investments are stated at cost, which approximates fair value.

Restricted Cash

Restricted cash primarily consists of amounts held by us or our lenders to provide for future real estate tax and insurance expenditures and tenant
improvements. Restricted cash represents amounts committed for security deposits paid to us by our tenants and cash restricted due to mortgages insured by the U.S. Department of Housing and Urban Development (HUD) financing requirements
on certain properties.

Fair Values of Financial Instruments

The following methods and assumptions were used in estimating fair value disclosures for financial instruments.



| |  |  | Cash and cash equivalents: The carrying amount of cash and cash equivalents reported in the Consolidated Balance Sheets approximates fair value because of the short
maturity of these instruments.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Debt: The fair values of borrowings under fixed rate agreements are estimated by discounting the future cash flows using current interest rates at which similar
borrowings could be made by us.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Revenue Recognition

Certain of our leases provide for periodic and determinable increases in base rent. Base rental revenues under these leases are recognized on a straight-line basis over the term of the applicable lease. Income on our
straight-line revenue is recognized when collectibility is reasonably assured. In the event we determine that collectibility of straight-line revenue is not reasonably assured, we establish an allowance for estimated losses. Recognizing rental
income on a straight-line basis



32



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##### Index to Financial Statements

results in recognized revenue exceeding cash amounts contractually due from our tenants during the first half of the term for leases that have straight-line
treatment. The cumulative excess represents the majority of our accounts receivable balance on our Consolidated Balance Sheet.

Certain of
our other leases provide for an annual increase in rental payments only if certain revenue parameters or other contingencies are met. We recognize the increased rental revenue under these leases only if the revenue parameters or other contingencies
are met rather than on a straight-line basis over the term of the applicable lease. We recognize income from rent, lease termination fees and other income once all of the following criteria are met in accordance with Securities and Exchange
Commission (the Commission) Staff Accounting Bulletin 104: (i) the agreement has been fully executed and delivered; (ii) services have been rendered; (iii) the amount is fixed or determinable; and (iv) the
collectibility is reasonably assured.

Gain on Sale of Facilities

We recognize sales of facilities only upon the closing of the transaction with the purchaser. Payments received from purchasers prior to closing are recorded as deposits and classified as other assets in the
consolidated balance sheet. Gains on facilities sold are recognized using the full accrual method upon closing when the collectibility of the sales price is reasonably assured, we are not obligated to perform significant activities after the sale to
earn the profit, we have received adequate initial investment from the buyer, and other profit recognition criteria have been satisfied. Gains may be deferred in whole or in part until the sales satisfy the requirements of gain recognition on sales
of real estate under SFAS No. 66, Accounting for Sales of Real Estate.

Income Taxes

We are not subject to federal or state income taxes. The taxable income or loss is passed through to the holders of partnership interests for inclusion on
their applicable income tax returns.

Discontinued Operations

The results of operations and gain/(loss) on real estate properties sold or held for sale are reflected in the Consolidated Statements of Income as discontinued operations for all periods presented.

Segment Reporting

We operate through
one reportable segment, investment in real estate. Our primary business consists of financing and owning seniors housing and healthcare-related properties and leasing those properties to third parties, primarily Genesis and Benchmark. See Note
7Concentration of Credit Risk. Substantially all of our leases are triple-net leases, which require the tenants to pay all property-related expenses. With the exception of the three office buildings, we do not operate our properties nor
do we allocate capital to maintain our properties. Substantially all depreciation and interest expense reflected in the Consolidated Statements of Income relates to our investment in real estate.

Recently Issued Accounting Pronouncements

In
September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157, Fair Value Measurements (SFAS No. 157). This statement defines fair value and provides guidance for measuring fair
value and the necessary disclosures. This statement does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 will be effective for
us beginning January 1, 2008. We have not yet determined the impact, if any, the adoption of this new accounting pronouncement is expected to have on our consolidated financial statements.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 clarifies
the accounting for income taxes when it is uncertain how an income or expense item should be treated on an income tax return. FIN 48 describes when an uncertain tax item should be recorded in the financial statements and for how much and provides
guidance on recording interest and penalties and accounting and reporting for income taxes in interim periods. FIN 48 was effective beginning January 1, 2007. We do not expect FIN 48 to have a material impact on our consolidated financial
statements.



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##### Index to Financial Statements

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

Allocation of Net Income
and Cash Distributions

The allocation of net income for the Class A general and limited partnership units and the Class C limited
partnership units is based on each units pro rata share in proportion to its respective percentage interest as of the last day of the period for which such allocation is being made. The allocation of net income for the Class D limited
partnership units is equal to the distributions to those partners during the period for which such allocation is being made.

Distributions
are paid to Class C and Class D limited partners based on Ventas declaring and paying a dividend on its outstanding common stock. Each Class C units distribution is computed by multiplying a Conversion Factor (as defined in the Limited
Partnership Agreement) with the dividend rate used for Ventass common stock. Each Class D units distribution is equal to the rate used for the Ventass common stock. Other distributions made by us to the Class A limited
and general partners are allocated based on a pro rata proportion to each partners respective percentage interest on the distribution date.

Note 3Merger of ElderTrust

On February 5, 2004, Ventas acquired all of the outstanding common shares of
ElderTrust in an all-cash transaction valued at $184.0 million. At the close of the ElderTrust acquisition, ElderTrust had approximately $33.5 million in unrestricted and restricted cash. After transaction costs, the net investment of the ElderTrust
acquisition was approximately $160.0 million. Concurrent with the consummation of the ElderTrust acquisition, Ventas also purchased all of our limited partnership units then held by third parties at $12.50 per unit, other than 31,455 Class C limited
partnership units, which remain outstanding. We own directly or indirectly all of the ElderTrust properties.

Ventas accounted for the
ElderTrust acquisition under the purchase method. As a result, our assets and liabilities were adjusted to reflect the fair value as of the date of the acquisition. The following table summarizes the assets acquired and liabilities assumed by Ventas
on February 5, 2004 (in millions):



|                                               |  |   |     |  
|---------------------------------------------- |  | - | --- | -
|Land                                           |  | $ | 17  |  
|Buildings and improvements                     |  |   | 144 |  
|Cash and cash equivalents                      |  |   | 28  |  
|Other assets                                   |  |   | 5   |  
|                                               |  |   |     |  
|Total assets acquired                          |  |   | 194 |  
|                                               | 
|Notes payable and other debt                   |  |   | 83  |  
|Accounts payable and other accrued liabilities |  |   | 2   |  
|                                               |  |   |     |  
|Total liabilities assumed                      |  |   | 85  |  
|                                               |  |   |     |  
|Net assets acquired                            |  |   | 109 |  
|Less cash acquired                             |  |   | (28 | )
|                                               |  |   |     |  
|Net cash paid                                  |  | $ | 81  |  
|                                               |  |   |     |  

Note 4Discontinued Operations

We did not make any dispositions during the year ended December 31, 2006. In 2005, we completed the sale of one seniors housing community for
approximately $9.9 million in net cash proceeds and recognized a net gain on sale of approximately $5.1 million. In addition, the tenant paid us a lease termination fee of approximately $0.2 million.

Under the terms of an agreement with Genesis, we sold five properties to Genesis, all but one of which were completed in 2003. The remaining property
closed in January 2004.



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##### Index to Financial Statements

Set forth below is a summary of the results of operations of the facilities sold during the years ended
December 31, 2005 and 2004:



|                                              |  |                                     |        |   |                                                              |   |     |                                                            |  |   |      |  
|--------------------------------------------- |  | ----------------------------------- | ------ | - | ------------------------------------------------------------ | - | --- | ---------------------------------------------------------- |  | - | ---- | -
|                                              |  |                                     |        |   |                                                              |   |     | ETOP Predecessor                                           | 
|                                              |  | For the Year EndedDecember 31, 2005 |        |   | For the Period fromFebruary 5,
2004through December 31, 2004 |   |     | For the period fromJanuary 1,
2004through February 4. 2004 | 
|                                              |  | (In thousands)                      |       
|Revenues:                                     |  |                                     |        |   |                                                              |   |     |                                                            |  |   |      |  
|Rental income                                 |  | $                                   | 837    |   |                                                              | $ | 835 |                                                            |  | $ | 45   |  
|Interest and other income                     |  |                                     | 165    |   |                                                              |   | 61  |                                                            |  |   | 335  |  
|                                              |  |                                     |        |   |                                                              |   |     |                                                            |  |   |      |  
|Total revenues                                |  |                                     | 1,002  |   |                                                              |   | 896 |                                                            |  |   | 380  |  
|                                              |  |                                     |       
|Expenses:                                     |  |                                     |        |   |                                                              |   |     |                                                            |  |   |      |  
|Interest                                      |  |                                     | 628    |   |                                                              |   | 712 |                                                            |  |   | 18   |  
|Depreciation and amortization                 |  |                                     | 154    |   |                                                              |   | 170 |                                                            |  |   |     |  
|General, administrative and professional fees |  |                                     |       |   |                                                              |   | 65  |                                                            |  |   | 2    |  
|Gain on debt extinguishment                   |  |                                     |       |   |                                                              |   |    |                                                            |  |   | (116 | )
|(Gain) loss on sale of real estate            |  |                                     | (5,114 | ) |                                                              |   |    |                                                            |  |   | 62   |  
|                                              |  |                                     |        |   |                                                              |   |     |                                                            |  |   |      |  
|Total expenses, net                           |  |                                     | (4,332 | ) |                                                              |   | 947 |                                                            |  |   | (34  | )
|                                              |  |                                     |        |   |                                                              |   |     |                                                            |  |   |      |  
|Discontinued operations                       |  | $                                   | 5,334  |   |                                                              | $ | (51 | )                                                          |  | $ | 414  |  
|                                              |  |                                     |        |   |                                                              |   |     |                                                            |  |   |      |  

Note 5Real Estate Investments

As of December 31, 2006, we owned 17 real estate properties located in three states. The properties include nine seniors housing communities with a
total of 879 beds (unaudited), five skilled nursing facilities with a total of 781 beds (unaudited) and three office buildings.

At
December 31, 2006, future minimum lease payments were as follows (in thousands):



|           |  |   |       
|---------- |  | - | ------
|2007       |  | $ | 16,300
|2008       |  |   | 16,040
|2009       |  |   | 13,263
|2010       |  |   | 12,807
|2011       |  |   | 12,981
|Thereafter |  |   | 25,764
|           |  |   |       
|           |  | $ | 97,155
|           |  |   |       

Note 6Investment in Affiliates

On June 7, 2005, Ventas acquired all of the outstanding common shares of Provident Senior Living Trust (together with its subsidiaries,
Provident) in a transaction valued at $1.2 billion. Provident conducted all of its business through its operating partnership, PSLT OP, L.P. (PSLT OP). At the same time, we acquired all of the limited partnership units in
PSLT OP that were not owned by Provident. Each unit in PSLT OP was exchanged for 0.8022 units of a new class of partnership interests (the Class D limited partnership units), resulting in the issuance of an aggregate of 345,147 Class D
limited partnership units, representing 4.1% of our equity interests. The Class D limited partnership units are redeemable on a one-for-one basis (subject to adjustment upon the occurrence of certain events) into shares of Ventas common stock.Our ownership of PSLT OP is accounted for under the cost method of accounting. We invested $9.0 million in PSLT OP, which is recorded as investment in affiliates in the Consolidated Balance Sheets as of December 31, 2006 and 2005.

Note 7Concentration of Credit Risk

Our consolidated revenues are based primarily on the revenues derived from Genesis and Benchmark. Revenues from continuing operations recorded by us under leases with Genesis were approximately $8.3 million in 2006 and $8.2 million in each
of 2005 and 2004. Revenues from Benchmark were approximately $5.1 million in each of 2006 and 2005 and $5.2 million in 2004.



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##### Index to Financial Statements

Genesis HealthCare is subject to the reporting requirements of the Commission and is required to file
with the Commission annual reports containing audited financial information and quarterly reports containing unaudited financial information. The information related to Genesis HealthCare contained or referred to in this Annual Report on Form 10-K
is derived from filings made by Genesis HealthCare with the Commission or other publicly available information, or has been provided to us by Genesis HealthCare. We have not verified this information either through an independent investigation or by
reviewing Genesis HealthCares public filings. We have no reason to believe that this information is inaccurate in any material respect, but we cannot assure you that all of this information is accurate. Genesis HealthCares filings with
the Commission can be found at the Commissions website at www.sec.gov. We are providing this data for informational purposes only, and encourage readers to obtain Genesis HealthCares publicly available filings from the Commission.

On January 16, 2007, Genesis HealthCare announced that it had entered into a definitive agreement to be acquired by a joint venture
between affiliates of Formation Capital, LLC and JER Partners. Formation and JER confirmed that Genesis HealthCare will be operated as a privately held, independent company controlled by the JER/Formation joint venture.

Note 8Debt

The following is a summary of debt
at December 31, 2006 and 2005, with the net book value (NBV) of the assets mortgaged for the applicable properties:



|                                  |  |                            |   |  |               |  |                            |        |                            |   |                                   |  |   |       
|--------------------------------- |  | -------------------------- | - |  | ------------- |  | -------------------------- | ------ | -------------------------- | - | --------------------------------- |  | - | ------
|Property                          |  | Effective InterestRate (b) |   |  | Maturity Date |  | Balance atDecember 31,2006 |        | Balance atDecember 31,2005 |   | NBV ofProperty atDecember 31,2006
|                                  |  | (In thousands)            
|Belvedere NRC / Chapel NRC(a)     |  | 8.46                       | % |  | 10/2009       |  | $                          | 17,020 |                            | $ | 17,371                            |  | $ | 21,180
|Cabot Park(a)                     |  | 6.25                       | % |  | 01/2037       |  |                            | 11,537 |                            |   | 11,663                            |  |   | 15,060
|Cleveland Circle(a)               |  | 6.15                       | % |  | 10/2025       |  |                            | 9,648  |                            |   | 9,913                             |  |   | 11,740
|DCMH Medical Office Building(a)   |  | 8.35                       | % |  | 11/2009       |  |                            | 5,258  |                            |   | 5,368                             |  |   | 9,469 
|Heritage at North Andover(a)      |  | 8.26                       | % |  | 10/2009       |  |                            | 7,838  |                            |   | 8,004                             |  |   | 12,458
|Lacey Branch Office Building      |  | 7.81                       | % |  | 10/2022       |  |                            | 413    |                            |   | 424                               |  |   | 614   
|Professional Office Building I(a) |  | 8.35                       | % |  | 11/2009       |  |                            | 2,318  |                            |   | 2,366                             |  |   | 5,658 
|Vernon Court(a)                   |  | 6.35                       | % |  | 05/2025       |  |                            | 11,767 |                            |   | 12,091                            |  |   | 10,494
|                                  |  |                            |   |  |               |  |                            |        |                            |   |                                   |  |   |       
|Total                             |  |                            |   |  |               |  | $                          | 65,799 |                            | $ | 67,200                            |  | $ | 86,673
|                                  |  |                            |   |  |               |  |                            |        |                            |   |                                   |  |   |       

---

|(a) | The repayment of principal and interest on these loans is non-recourse to us.
|--- | -----------------------------------------------------------------------------

|(b) | The stated interest rates on these mortgages are higher than the effective interest rates because the loans were adjusted to market rates upon the acquisition of ElderTrust by
Ventas.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our weighted average effective interest rate on mortgages and bonds payable was 7.66% and 7.74% at December 31,
2006 and 2005, respectively.

Scheduled principal payments and bond sinking fund requirements are as follows (in thousands):



|           |  |        |       
|---------- |  | ------ | ------
|2007       |  | $1,509
|2008       |  |        | 1,616 
|2009       |  |        | 31,784
|2010       |  |        | 934   
|2011       |  |        | 995   
|Thereafter |  |        | 28,961
|           |  |        |       
|           |  | $      | 65,799
|           |  |        |       

Note 9Note Payable to Affiliate

In April 2004, we entered into a promissory note in the amount of $7.5 million with Ventas Realty, Limited Partnership, a wholly owned subsidiary of
Ventas. Under the terms of the note, interest is paid quarterly at an annual rate of 8.0% beginning on July 1, 2004. The note has a maturity date of December 31, 2013, at which time a principal balloon payment equal to the full amount of
the note is due. As of December 31, 2006, the note had an outstanding balance of $7.5 million.



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##### Index to Financial Statements

Note 10Operating Lease

We lease our former corporate office space from a third party under an operating lease, which expires on September 30, 2007. Under the lease agreement, we pay base rent plus our portion of real estate taxes,
common area maintenance and operation for the building based upon the ratio of square footage of the leased premises to the square footage of the building. Rent expense may be increased annually based on increases in those operating expenses. Rent
expense is recorded on a straight-line basis over the term of the lease agreement. Future minimum rental payments are approximately $136,000. In June 2004, we entered into a sublease with a third party for the remaining term of the lease. Future
minimum sublease receipts are approximately $94,000.

Rent expense, which is recorded on a straight-line basis over the term of the lease
and is net of sublease rental income, was approximately $48,000, $45,000 and $67,000 for 2006, 2005 and 2004, respectively.

Note 11Fair Values of
Financial Instruments

The carrying amount of cash and cash equivalents, restricted cash and accounts receivable approximates fair value
based on the short-term nature of these investments. The carrying amount of our variable rate mortgage payable at December 31, 2006 approximates fair value because the borrowings are at variable interest rates.

The fair value of our fixed rate debt at December 31, 2006 and 2005 was $76.4 million and $79.8 million, respectively.

Fair value estimates are subjective in nature and depend on a number of important assumptions, including estimates of future cash flows, risks, discount
rates and relevant comparable market information associated with each financial instrument. The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. Accordingly,
the estimates presented above are not necessarily indicative of the amounts we would realize in a current market exchange.



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##### Index to Financial Statements

Note 12Quarterly Financial Information (Unaudited)

The following summarizes the unaudited quarterly results from continuing operations for the years ended December 31, 2006 and 2005:



|                                                 |  |                                         |       |   |                |   |       |               |  |                |       |  |   |      
|------------------------------------------------ |  | --------------------------------------- | ----- | - | -------------- | - | ----- | ------------- |  | -------------- | ----- |  | - | -----
|                                                 |  | For the Year Ended December 31, 2006   
|                                                 |  | First Quarter                           |       |   | Second Quarter |   |       | Third Quarter |  | Fourth Quarter
|                                                 |  | (in thousands, except per unit amounts)
|Revenues                                         |  | $                                       | 4,143 |   |                | $ | 4,145 |               |  | $              | 4,163 |  | $ | 4,185
|Net income                                       |  |                                         | 761   |   |                |   | 782   |               |  |                | 782   |  |   | 834  
|                                                 |  |                                         |       |  
|Net income allocated to Class A general partner  |  | $                                       | 1     |   |                | $ | 1     |               |  | $              | 1     |  | $ |     
|Net income allocated to Class A limited partners |  |                                         | 726   |   |                |   | 746   |               |  |                | 746   |  |   | 812  
|Net income allocated to Class C limited partner  |  |                                         | 3     |   |                |   | 3     |               |  |                | 3     |  |   | 3    
|Net income allocated to Class D limited partners |  |                                         | 31    |   |                |   | 32    |               |  |                | 32    |  |   | 19   
|                                                 |  |                                         |       |  
|Net income per Class A general partnership unit  |  | $                                       | 0.13  |   |                | $ | 0.13  |               |  | $              | 0.13  |  | $ |     
|Net income per Class A limited partnership unit  |  |                                         | 0.09  |   |                |   | 0.09  |               |  |                | 0.09  |  |   | 0.11 
|Net income per Class C limited partnership unit  |  |                                         | 0.10  |   |                |   | 0.10  |               |  |                | 0.10  |  |   | 0.08 
|Net income per Class D limited partnership unit  |  |                                         | 0.09  |   |                |   | 0.09  |               |  |                | 0.09  |  |   | 0.06 
|                                                 | 
|                                                 |  | For the Year Ended December 31, 2005   
|                                                 |  | First Quarter                           |       |   | Second Quarter |   |       | Third Quarter |  | Fourth Quarter
|                                                 |  | (in thousands, except per unit amounts)
|Revenues                                         |  | $                                       | 4,087 |   |                | $ | 4,089 |               |  | $              | 4,124 |  | $ | 4,227
|Income before discontinued operations            |  |                                         | 600   |   |                |   | 588   |               |  |                | 713   |  |   | 739  
|Discontinued operations                          |  |                                         | (38   | ) |                |   | (37   | )             |  |                | 28    |  |   | 5,381
|Net income                                       |  |                                         | 562   |   |                |   | 551   |               |  |                | 741   |  |   | 6,120
|                                                 |  |                                         |       |  
|Net income allocated to Class A general partner  |  | $                                       | 1     |   |                | $ | 1     |               |  | $              | 1     |  | $ | 5    
|Net income allocated to Class A limited partners |  |                                         | 559   |   |                |   | 548   |               |  |                | 707   |  |   | 5,998
|Net income allocated to Class C limited partner  |  |                                         | 2     |   |                |   | 2     |               |  |                | 3     |  |   | 23   
|Net income allocated to Class D limited partners |  |                                         |      |   |                |   |      |               |  |                | 30    |  |   | 94   
|                                                 |  |                                         |       |  
|Net income per Class A general partnership unit  |  | $                                       | 0.13  |   |                | $ | 0.13  |               |  | $              | 0.13  |  | $ | 0.61 
|Net income per Class A limited partnership unit  |  |                                         | 0.07  |   |                |   | 0.07  |               |  |                | 0.09  |  |   | 0.74 
|Net income per Class C limited partnership unit  |  |                                         | 0.06  |   |                |   | 0.06  |               |  |                | 0.10  |  |   | 0.75 
|Net income per Class D limited partnership unit  |  |                                         |      |   |                |   |      |               |  |                | 0.09  |  |   | 0.27 

Note 13Related Party Transactions

On February 5, 2004, we exercised our option to acquire our former president and chief executive officers 1% ownership interest in ET
SubVernon Court, LLC, a consolidated subsidiary of the Partnership, for approximately $3,000.

In accordance with the Limited
Partnership Agreement, Ventas uses an allocation method for its general, administrative and professional fees and charges these to us on a quarterly basis. This allocation method is based on our total revenues in relation to the consolidated
revenues of Ventas. Other direct expenses are incurred by us and expensed at the time incurred. Approximately 95.0%, 91.4% and 80.4% of the Partnerships consolidated general, administrative and professional fees for the years ended
December 31, 2006 and 2005, and the period from February 5, 2004 through December 31, 2004, respectively, related to this allocation.



38



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##### Table of Contents

##### Index to Financial Statements

Note 14Partnership Units

Ventas, directly or indirectly through our general partner, owned 8,352,571 units or approximately 99.1% of the total outstanding partnership units at December 31, 2006. The remaining ownership interests were
held by third parties.

Subject to certain limitations in our Second Amended and Restated Agreement of Limited Partnership, as amended, the
Class C limited partner has the right to require the redemption of its units at any time at a price per unit equal to 51.10% of the value of a share of Ventas common stock on the date of redemption. However, in lieu of such redemption, ElderTrust,
our general partner, has the right to elect to acquire the units directly from the limited partner, in exchange for cash or its common shares. We and the Class D limited partners have the right to require the redemption of the Class D units at any
time in exchange for one share of Ventas common stock per Class D unit, subject to adjustment upon certain events.

Note 15Supplemental Non-Cash
Information

Supplemental non-cash information is as follows:



|                                                                                                             |  |                                   |       |                                   |   |        |                                                              |  |                                                           |       |  |   |   
|------------------------------------------------------------------------------------------------------------ |  | --------------------------------- | ----- | --------------------------------- | - | ------ | ------------------------------------------------------------ |  | --------------------------------------------------------- | ----- |  | - | --
|                                                                                                             |  |                                   |       |                                   |   |        |                                                              |  | ETOP Predecessor                                         
|                                                                                                             |  | For the YearEndedDecember 31,2006 |       | For the YearEndedDecember 31,2005 |   |        | For the Period fromFebruary 5, 2004 throughDecember 31, 2004 |  | For the Period fromJanuary 1,
2004throughFebruary 4, 2004
|                                                                                                             |  | (In thousands)                   
|Non-cash investing and financing activities:                                                                 |  |                                   |       |                                   |   |        |                                                              |  |                                                           |       |  |   |   
|Assets and liabilities consolidated or disposed of as a result +of the acquisition or disposition of assets: |  |                                   |       |                                   |   |        |                                                              |  |                                                           |       |  |   |   
|Real estate assets                                                                                           |  | $                                 |      |                                   | $ | (5,115 | )                                                            |  | $                                                         |      |  | $ |  
|Other assets                                                                                                 |  |                                   |      |                                   |   | 340    |                                                              |  |                                                           |      |  |   |  
|Cash paid for interest                                                                                       |  |                                   | 5,604 |                                   |   | 5,986  |                                                              |  |                                                           | 4,962 |  |   | 67

Note 16Condensed Consolidating Information

We and certain of our direct and indirect wholly owned subsidiaries (the ETOP Subsidiary
Guarantors), have provided full and unconditional guarantees, on a joint and several basis with certain of Ventass other direct and indirect wholly owned subsidiaries, of the obligation to pay principal and interest with respect to
Ventass 37/8% Convertible Senior Notes due 2011 and, along with a guarantee by Ventas, with respect to the
83/4% Senior Notes due 2009, 63/4% Senior Notes due 2010, 9% Senior Notes due 2012, 65/8% Senior Notes due 2014, 71/8% Senior Notes due 2015, 61/2% Senior Notes due 2016 and 63/4% Senior Notes due 2017 issued by Ventas Realty, Limited Partnership and Ventas Capital Corporation (collectively, the Ventas Issuers), wholly owned subsidiaries of
Ventas (collectively, the Senior Notes). The total aggregate principal amount of Senior Notes outstanding as of December 31, 2006 was $1.5 billion. Certain of our other subsidiaries (the ETOP Non-Guarantor Subsidiaries)
have not provided the guarantee of the Senior Notes and therefore are not directly obligated with respect to the Senior Notes.

Contractual and legal restrictions, including those contained in the instruments governing certain of the ETOP Non-Guarantor Subsidiaries
outstanding indebtedness, may, under certain circumstances restrict our ability to obtain cash from the ETOP Non-Guarantor Subsidiaries for the purpose of satisfying our debt service obligations, including our guarantee of payment of principal and
interest on the Senior Notes. Certain of the ETOP Subsidiary Guarantors properties are subject to mortgages.

For comparative
purposes, the Condensed Consolidating Financial Statements for the periods prior to the ElderTrust acquisition are presented as Predecessor Company financial statements.



39



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##### Table of Contents

##### Index to Financial Statements

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2006



|                                               |  |                                  |         |   |                               |   |                         |  |   |              |   |  |   |        
|---------------------------------------------- |  | -------------------------------- | ------- | - | ----------------------------- | - | ----------------------- |  | - | ------------ | - |  | - | -------
|                                               |  | ETOP andETOPSubsidiaryGuarantors |         |   | ETOPNon-GuarantorSubsidiaries |   | ConsolidatedElimination |  |   | Consolidated
|                                               |  | (In thousands)                  
|Assets                                         |  |                                  |         |   |                               |   |                         |  |   |              |   |  |   |        
|Total net real estate investments              |  | $                                | 54,062  |   |                               | $ | 86,059                  |  | $ |             |   |  | $ | 140,121
|Cash and cash equivalents                      |  |                                  |        |   |                               |   | 336                     |  |   |             |   |  |   | 336    
|Restricted cash                                |  |                                  |        |   |                               |   | 6,543                   |  |   |             |   |  |   | 6,543  
|Equity in affiliates                           |  |                                  | 79,705  |   |                               |   | 15                      |  |   | (79,720      | ) |  |   |       
|Investment in affiliates                       |  |                                  | 9,039   |   |                               |   |                        |  |   |             |   |  |   | 9,039  
|Other assets                                   |  |                                  | 652     |   |                               |   | 1,526                   |  |   |             |   |  |   | 2,178  
|                                               |  |                                  |         |   |                               |   |                         |  |   |              |   |  |   |        
|Total assets                                   |  | $                                | 143,458 |   |                               | $ | 94,479                  |  | $ | (79,720      | ) |  | $ | 158,217
|                                               |  |                                  |         |   |                               |   |                         |  |   |              |   |  |   |        
|                                               |  |                                  |         |  
|Liabilities and Partners Capital              |  |                                  |         |   |                               |   |                         |  |   |              |   |  |   |        
|Liabilities:                                   |  |                                  |         |   |                               |   |                         |  |   |              |   |  |   |        
|Debt                                           |  | $                                | 413     |   |                               | $ | 65,386                  |  | $ |             |   |  | $ | 65,799 
|Intercompany                                   |  |                                  | (5,520  | ) |                               |   | 5,520                   |  |   |             |   |  |   |       
|Note payable to affiliate                      |  |                                  | 7,500   |   |                               |   |                        |  |   |             |   |  |   | 7,500  
|Accrued interest                               |  |                                  | 103     |   |                               |   | 422                     |  |   |             |   |  |   | 525    
|Accrued dividend                               |  |                                  | 23      |   |                               |   |                        |  |   |             |   |  |   | 23     
|Accounts payable and other accrued liabilities |  |                                  | 103     |   |                               |   | 3,094                   |  |   |             |   |  |   | 3,197  
|                                               |  |                                  |         |   |                               |   |                         |  |   |              |   |  |   |        
|Total liabilities                              |  |                                  | 2,622   |   |                               |   | 74,422                  |  |   |             |   |  |   | 77,044 
|Partners' capital                              |  |                                  | 140,836 |   |                               |   | 20,057                  |  |   | (79,720      | ) |  |   | 81,173 
|                                               |  |                                  |         |   |                               |   |                         |  |   |              |   |  |   |        
|Total liabilities and partners' capital        |  | $                                | 143,458 |   |                               | $ | 94,479                  |  | $ | (79,720      | ) |  | $ | 158,217
|                                               |  |                                  |         |   |                               |   |                         |  |   |              |   |  |   |        

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2005



|                                               |  |                                  |         |   |                               |   |                         |  |   |              |   |  |   |        
|---------------------------------------------- |  | -------------------------------- | ------- | - | ----------------------------- | - | ----------------------- |  | - | ------------ | - |  | - | -------
|                                               |  | ETOP andETOPSubsidiaryGuarantors |         |   | ETOPNon-GuarantorSubsidiaries |   | ConsolidatedElimination |  |   | Consolidated
|                                               |  | (In thousands)                  
|Assets                                         |  |                                  |         |   |                               |   |                         |  |   |              |   |  |   |        
|Total net real estate investments              |  | $                                | 56,200  |   |                               | $ | 88,993                  |  | $ |             |   |  | $ | 145,193
|Cash and cash equivalents                      |  |                                  | 1       |   |                               |   | 438                     |  |   |             |   |  |   | 439    
|Restricted cash                                |  |                                  | 26      |   |                               |   | 5,590                   |  |   |             |   |  |   | 5,616  
|Equity in affiliates                           |  |                                  | 80,390  |   |                               |   | 15                      |  |   | (80,405      | ) |  |   |       
|Investment in affiliates                       |  |                                  | 9,039   |   |                               |   |                        |  |   |             |   |  |   | 9,039  
|Other assets                                   |  |                                  | 509     |   |                               |   | 1,365                   |  |   |             |   |  |   | 1,874  
|                                               |  |                                  |         |   |                               |   |                         |  |   |              |   |  |   |        
|Total assets                                   |  | $                                | 146,165 |   |                               | $ | 96,401                  |  | $ | (80,405      | ) |  | $ | 162,161
|                                               |  |                                  |         |   |                               |   |                         |  |   |              |   |  |   |        
|                                               |  |                                  |         |  
|Liabilities and Partners Capital              |  |                                  |         |   |                               |   |                         |  |   |              |   |  |   |        
|Liabilities:                                   |  |                                  |         |   |                               |   |                         |  |   |              |   |  |   |        
|Debt                                           |  | $                                | 424     |   |                               | $ | 66,776                  |  | $ |             |   |  | $ | 67,200 
|Intercompany                                   |  |                                  | (4,804  | ) |                               |   | 4,804                   |  |   |             |   |  |   |       
|Note payable to affiliate                      |  |                                  | 7,500   |   |                               |   |                        |  |   |             |   |  |   | 7,500  
|Accrued interest                               |  |                                  | 3       |   |                               |   | 431                     |  |   |             |   |  |   | 434    
|Accrued dividend                               |  |                                  | 71      |   |                               |   |                        |  |   |             |   |  |   | 71     
|Accounts payable and other accrued liabilities |  |                                  | 103     |   |                               |   | 3,017                   |  |   |             |   |  |   | 3,120  
|                                               |  |                                  |         |   |                               |   |                         |  |   |              |   |  |   |        
|Total liabilities                              |  |                                  | 3,297   |   |                               |   | 75,028                  |  |   |             |   |  |   | 78,325 
|Partners' capital                              |  |                                  | 142,868 |   |                               |   | 21,373                  |  |   | (80,405      | ) |  |   | 83,836 
|                                               |  |                                  |         |   |                               |   |                         |  |   |              |   |  |   |        
|Total liabilities and partners' capital        |  | $                                | 146,165 |   |                               | $ | 96,401                  |  | $ | (80,405      | ) |  | $ | 162,161
|                                               |  |                                  |         |   |                               |   |                         |  |   |              |   |  |   |        



40



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##### Table of Contents

##### Index to Financial Statements

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the year ended December 31, 2006



|                                              |  |                                  |       |   |                               |   |        |                         |  |              |    |  |   |       
|--------------------------------------------- |  | -------------------------------- | ----- | - | ----------------------------- | - | ------ | ----------------------- |  | ------------ | -- |  | - | ------
|                                              |  | ETOP andETOPSubsidiaryGuarantors |       |   | ETOPNon-GuarantorSubsidiaries |   |        | ConsolidatedElimination |  | Consolidated
|Revenues:                                     |  |                                  |       |   |                               |   |        |                         |  |              |    |  |   |       
|Rental income                                 |  | $                                | 5,722 |   |                               | $ | 10,788 |                         |  | $            |   |  | $ | 16,510
|Interest and other income                     |  |                                  |      |   |                               |   | 126    |                         |  |              |   |  |   | 126   
|Equity loss in affiliates                     |  |                                  | (97   | ) |                               |   |       |                         |  |              | 97 |  |   |      
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |    |  |   |       
|Total revenues                                |  |                                  | 5,625 |   |                               |   | 10,914 |                         |  |              | 97 |  |   | 16,636
|                                              |  |                                  |       |  
|Expenses:                                     |  |                                  |       |   |                               |   |        |                         |  |              |    |  |   |       
|Interest                                      |  |                                  | 35    |   |                               |   | 5,060  |                         |  |              |   |  |   | 5,095 
|Depreciation and amortization                 |  |                                  | 2,148 |   |                               |   | 3,194  |                         |  |              |   |  |   | 5,342 
|Property-level operating expenses             |  |                                  |      |   |                               |   | 1,447  |                         |  |              |   |  |   | 1,447 
|General, administrative and professional fees |  |                                  | 398   |   |                               |   | 595    |                         |  |              |   |  |   | 993   
|Intercompany interest                         |  |                                  | (115  | ) |                               |   | 715    |                         |  |              |   |  |   | 600   
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |    |  |   |       
|Total expenses                                |  |                                  | 2,466 |   |                               |   | 11,011 |                         |  |              |   |  |   | 13,477
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |    |  |   |       
|Net income (loss)                             |  | $                                | 3,159 |   |                               | $ | (97    | )                       |  | $            | 97 |  | $ | 3,159 
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |    |  |   |       

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the year ended December 31, 2005



|                                              |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |       
|--------------------------------------------- |  | -------------------------------- | ----- | - | ----------------------------- | - | ------ | ----------------------- |  | ------------ | --- |  | - | ------
|                                              |  | ETOP andETOPSubsidiaryGuarantors |       |   | ETOPNon-GuarantorSubsidiaries |   |        | ConsolidatedElimination |  | Consolidated
|Revenues:                                     |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |       
|Rental income                                 |  | $                                | 5,683 |   |                               | $ | 10,695 |                         |  | $            |    |  | $ | 16,378
|Interest and other income                     |  |                                  | 93    |   |                               |   | 56     |                         |  |              |    |  |   | 149   
|Equity earnings in affiliates                 |  |                                  | (376  | ) |                               |   |       |                         |  |              | 376 |  |   |      
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |       
|Total revenues                                |  |                                  | 5,400 |   |                               |   | 10,751 |                         |  |              | 376 |  |   | 16,527
|                                              |  |                                  |       |  
|Expenses:                                     |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |       
|Interest                                      |  |                                  | 36    |   |                               |   | 5,054  |                         |  |              |    |  |   | 5,090 
|Depreciation and amortization                 |  |                                  | 2,149 |   |                               |   | 3,167  |                         |  |              |    |  |   | 5,316 
|Property-level operating expenses             |  |                                  |      |   |                               |   | 1,430  |                         |  |              |    |  |   | 1,430 
|General, administrative and professional fees |  |                                  | 600   |   |                               |   | 851    |                         |  |              |    |  |   | 1,451 
|Intercompany interest                         |  |                                  | (25   | ) |                               |   | 625    |                         |  |              |    |  |   | 600   
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |       
|Total expenses                                |  |                                  | 2,760 |   |                               |   | 11,127 |                         |  |              |    |  |   | 13,887
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |       
|Income (loss) before discontinued operations  |  |                                  | 2,640 |   |                               |   | (376   | )                       |  |              | 376 |  |   | 2,640 
|Discontinued operations                       |  |                                  | 5,334 |   |                               |   |       |                         |  |              |    |  |   | 5,334 
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |       
|Net income (loss)                             |  | $                                | 7,974 |   |                               | $ | (376   | )                       |  | $            | 376 |  | $ | 7,974 
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |       



41



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##### Table of Contents

##### Index to Financial Statements

PREDECESSOR COMPANY CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the period from February 5, 2004 through December 31, 2004



|                                              |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |        |  
|--------------------------------------------- |  | -------------------------------- | ----- | - | ----------------------------- | - | ------ | ----------------------- |  | ------------ | --- |  | - | ------ | -
|                                              |  | ETOP andETOPSubsidiaryGuarantors |       |   | ETOPNon-GuarantorSubsidiaries |   |        | ConsolidatedElimination |  | Consolidated |    
|Revenues:                                     |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |        |  
|Rental income                                 |  | $                                | 5,198 |   |                               | $ | 9,724  |                         |  | $            |    |  | $ | 14,922 |  
|Interest and other income                     |  |                                  | 11    |   |                               |   | 43     |                         |  |              |    |  |   | 54     |  
|Equity earnings in affiliates                 |  |                                  | (376  | ) |                               |   |       |                         |  |              | 376 |  |   |       |  
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |        |  
|Total revenues                                |  |                                  | 4,833 |   |                               |   | 9,767  |                         |  |              | 376 |  |   | 14,976 |  
|                                              |  |                                  |       |  
|Expenses:                                     |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |        |  
|Interest                                      |  |                                  | 139   |   |                               |   | 4,814  |                         |  |              |    |  |   | 4,953  |  
|Depreciation and amortization                 |  |                                  | 1,968 |   |                               |   | 2,896  |                         |  |              |    |  |   | 4,864  |  
|Property-level operating expenses             |  |                                  |      |   |                               |   | 1,161  |                         |  |              |    |  |   | 1,161  |  
|General, administrative and professional fees |  |                                  | 534   |   |                               |   | 753    |                         |  |              |    |  |   | 1,287  |  
|Intercompany interest                         |  |                                  | (110  | ) |                               |   | 519    |                         |  |              |    |  |   | 409    |  
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |        |  
|Total expenses                                |  |                                  | 2,531 |   |                               |   | 10,143 |                         |  |              |    |  |   | 12,674 |  
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |        |  
|Income (loss) before discontinued operations  |  |                                  | 2,302 |   |                               |   | (376   | )                       |  |              | 376 |  |   | 2,302  |  
|Discontinued operations                       |  |                                  | (51   | ) |                               |   |       |                         |  |              |    |  |   | (51    | )
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |        |  
|Net income (loss)                             |  | $                                | 2,251 |   |                               | $ | (376   | )                       |  | $            | 376 |  | $ | 2,251  |  
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |        |  

PREDECESSOR COMPANY CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the period from January 1, 2004 through February 4, 2004



|                                               |  |                                  |     |                               |   |                         |  |   |              |   |  |   |      
|---------------------------------------------- |  | -------------------------------- | --- | ----------------------------- | - | ----------------------- |  | - | ------------ | - |  | - | -----
|                                               |  | ETOP andETOPSubsidiaryGuarantors |     | ETOPNon-GuarantorSubsidiaries |   | ConsolidatedElimination |  |   | Consolidated
|                                               |  | (In thousands)                  
|Revenues:                                      |  |                                  |     |                               |   |                         |  |   |              |   |  |   |      
|Rental income                                  |  | $                                | 507 |                               | $ | 1,005                   |  | $ |             |   |  | $ | 1,512
|Interest and other income                      |  |                                  | 113 |                               |   | 10                      |  |   | (63          | ) |  |   | 60   
|Equity earnings in affiliates                  |  |                                  | 66  |                               |   |                        |  |   | (66          | ) |  |   |     
|                                               |  |                                  |     |                               |   |                         |  |   |              |   |  |   |      
|Total revenues                                 |  |                                  | 686 |                               |   | 1,015                   |  |   | (129         | ) |  |   | 1,572
|                                               |  |                                  |     |                              
|Expenses:                                      |  |                                  |     |                               |   |                         |  |   |              |   |  |   |      
|Interest                                       |  |                                  | 40  |                               |   | 509                     |  |   |             |   |  |   | 549  
|Depreciation                                   |  |                                  | 192 |                               |   | 295                     |  |   |             |   |  |   | 487  
|Property-level operating expenses              |  |                                  |    |                               |   | 101                     |  |   |             |   |  |   | 101  
|General, administrative, and professional fees |  |                                  | 182 |                               |   | 18                      |  |   |             |   |  |   | 200  
|Intercompany interest                          |  |                                  | 37  |                               |   | 26                      |  |   | (63          | ) |  |   |     
|Loss on extinguishment of debt                 |  |                                  | 8   |                               |   |                        |  |   |             |   |  |   | 8    
|Loss on sale of fixed assets                   |  |                                  | 10  |                               |   |                        |  |   |             |   |  |   | 10   
|                                               |  |                                  |     |                               |   |                         |  |   |              |   |  |   |      
|Total expenses                                 |  |                                  | 469 |                               |   | 949                     |  |   | (63          | ) |  |   | 1,355
|                                               |  |                                  |     |                               |   |                         |  |   |              |   |  |   |      
|Income before discontinued operations          |  |                                  | 217 |                               |   | 66                      |  |   | (66          | ) |  |   | 217  
|Discontinued operations                        |  |                                  | 414 |                               |   |                        |  |   |             |   |  |   | 414  
|                                               |  |                                  |     |                               |   |                         |  |   |              |   |  |   |      
|Net income                                     |  | $                                | 631 |                               | $ | 66                      |  | $ | (66          | ) |  | $ | 631  
|                                               |  |                                  |     |                               |   |                         |  |   |              |   |  |   |      



42



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##### Table of Contents

##### Index to Financial Statements

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the year ended December 31, 2006



|                                               |  |                                  |        |   |                               |   |        |                         |  |              |   |  |   |        |  
|---------------------------------------------- |  | -------------------------------- | ------ | - | ----------------------------- | - | ------ | ----------------------- |  | ------------ | - |  | - | ------ | -
|                                               |  | ETOP andETOPSubsidiaryGuarantors |        |   | ETOPNon-GuarantorSubsidiaries |   |        | ConsolidatedElimination |  | Consolidated |  
|Net cash provided by operating activities      |  | $                                | 5,169  |   |                               | $ | 2,212  |                         |  | $            |  |  | $ | 7,381  |  
|Net cash used in investing activities          |  |                                  |       |   |                               |   | (261   | )                       |  |              |  |  |   | (261   | )
|Net cash used in financing activities          |  |                                  | (5,170 | ) |                               |   | (2,053 | )                       |  |              |  |  |   | (7,223 | )
|                                               |  |                                  |        |   |                               |   |        |                         |  |              |   |  |   |        |  
|Net decrease in cash and cash equivalents      |  |                                  | (1     | ) |                               |   | (102   | )                       |  |              |  |  |   | (103   | )
|Cash and cash equivalents at beginning of year |  |                                  | 1      |   |                               |   | 438    |                         |  |              |  |  |   | 439    |  
|                                               |  |                                  |        |   |                               |   |        |                         |  |              |   |  |   |        |  
|Cash and cash equivalents at end of year       |  | $                                |       |   |                               | $ | 336    |                         |  | $            |  |  | $ | 336    |  
|                                               |  |                                  |        |   |                               |   |        |                         |  |              |   |  |   |        |  

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the year ended December 31, 2005



|                                                    |  |                                  |         |   |                               |   |        |                         |  |              |   |  |   |         |  
|--------------------------------------------------- |  | -------------------------------- | ------- | - | ----------------------------- | - | ------ | ----------------------- |  | ------------ | - |  | - | ------- | -
|                                                    |  | ETOP andETOPSubsidiaryGuarantors |         |   | ETOPNon-GuarantorSubsidiaries |   |        | ConsolidatedElimination |  | Consolidated |  
|Net cash provided by operating activities           |  | $                                | 6,653   |   |                               | $ | 1,409  |                         |  | $            |  |  | $ | 8,062   |  
|Net cash provided by (used in) investing activities |  |                                  | 9,889   |   |                               |   | (25    | )                       |  |              |  |  |   | 9,864   |  
|Net cash used in financing activities               |  |                                  | (16,578 | ) |                               |   | (2,119 | )                       |  |              |  |  |   | (18,697 | )
|                                                    |  |                                  |         |   |                               |   |        |                         |  |              |   |  |   |         |  
|Net decrease in cash and cash equivalents           |  |                                  | (36     | ) |                               |   | (735   | )                       |  |              |  |  |   | (771    | )
|Cash and cash equivalents at beginning of year      |  |                                  | 37      |   |                               |   | 1,173  |                         |  |              |  |  |   | 1,210   |  
|                                                    |  |                                  |         |   |                               |   |        |                         |  |              |   |  |   |         |  
|Cash and cash equivalents at end of year            |  | $                                | 1       |   |                               | $ | 438    |                         |  | $            |  |  | $ | 439     |  
|                                                    |  |                                  |         |   |                               |   |        |                         |  |              |   |  |   |         |  

PREDECESSOR COMPANY CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the period from February 5, 2004 through December 31, 2004



|                                                     |  |                                  |         |   |                               |   |        |                         |  |              |   |  |   |         |  
|---------------------------------------------------- |  | -------------------------------- | ------- | - | ----------------------------- | - | ------ | ----------------------- |  | ------------ | - |  | - | ------- | -
|                                                     |  | ETOP andETOPSubsidiaryGuarantors |         |   | ETOPNon-GuarantorSubsidiaries |   |        | ConsolidatedElimination |  | Consolidated |  
|Net cash provided by operating activities            |  | $                                | 4,260   |   |                               | $ | 3,108  |                         |  | $            |  |  | $ | 7,368   |  
|Net cash used in investing activities                |  |                                  |        |   |                               |   | (83    | )                       |  |              |  |  |   | (83     | )
|Net cash used in financing activities                |  |                                  | (31,375 | ) |                               |   | (2,720 | )                       |  |              |  |  |   | (34,095 | )
|                                                     |  |                                  |         |   |                               |   |        |                         |  |              |   |  |   |         |  
|Net (decrease) increase in cash and cash equivalents |  |                                  | (27,115 | ) |                               |   | 305    |                         |  |              |  |  |   | (26,810 | )
|Cash and cash equivalents at beginning of period     |  |                                  | 27,152  |   |                               |   | 868    |                         |  |              |  |  |   | 28,020  |  
|                                                     |  |                                  |         |   |                               |   |        |                         |  |              |   |  |   |         |  
|Cash and cash equivalents at end of period           |  | $                                | 37      |   |                               | $ | 1,173  |                         |  | $            |  |  | $ | 1,210   |  
|                                                     |  |                                  |         |   |                               |   |        |                         |  |              |   |  |   |         |  



43



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##### Table of Contents

##### Index to Financial Statements

PREDECESSOR COMPANY CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the period from January 1, 2004 through February 4, 2004



|                                                 |  |                                  |        |   |                               |   |      |                         |  |              |   |  |   |        |  
|------------------------------------------------ |  | -------------------------------- | ------ | - | ----------------------------- | - | ---- | ----------------------- |  | ------------ | - |  | - | ------ | -
|                                                 |  | ETOP andETOPSubsidiaryGuarantors |        |   | ETOPNon-GuarantorSubsidiaries |   |      | ConsolidatedElimination |  | Consolidated |  
|Net cash provided by operating activities        |  | $                                | 820    |   |                               | $ | 260  |                         |  | $            |  |  | $ | 1,080  |  
|Net cash provided by investing activities        |  |                                  | 2,806  |   |                               |   |     |                         |  |              |  |  |   | 2,806  |  
|Net cash used in financing activities            |  |                                  | (1,323 | ) |                               |   | (212 | )                       |  |              |  |  |   | (1,535 | )
|                                                 |  |                                  |        |   |                               |   |      |                         |  |              |   |  |   |        |  
|Net increase in cash and cash equivalents        |  |                                  | 2,303  |   |                               |   | 48   |                         |  |              |  |  |   | 2,351  |  
|Cash and cash equivalents at beginning of period |  |                                  | 24,848 |   |                               |   | 821  |                         |  |              |  |  |   | 25,669 |  
|                                                 |  |                                  |        |   |                               |   |      |                         |  |              |   |  |   |        |  
|Cash and cash equivalents at end of period       |  | $                                | 27,151 |   |                               | $ | 869  |                         |  | $            |  |  | $ | 28,020 |  
|                                                 |  |                                  |        |   |                               |   |      |                         |  |              |   |  |   |        |  



44



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##### Index to Financial Statements

ELDERTRUST OPERATING LIMITED PARTNERSHIP

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2006

(Dollars in Thousands)



|                                     |  |               |  |                         |  |                                          |        |                                        |   |                          |      |                      |                            |               |   |                                                             |  |   |         |  |   |        |  |      |  |      |  |         
|------------------------------------ |  | ------------- |  | ----------------------- |  | ---------------------------------------- | ------ | -------------------------------------- | - | ------------------------ | ---- | -------------------- | -------------------------- | ------------- | - | ----------------------------------------------------------- |  | - | ------- |  | - | ------ |  | ---- |  | ---- |  | --------
|                                     |  | Location      |  | Initial Cost to Company |  | Cost CapitalizedSubsequent toAcquisition |        | Gross Amount Carried atClose of Period |   | Accumulated Depreciation |      | Date of Construction |                            | Date Acquired |   | Life on Which Depreciation in Income Statement is Completed
|Facility name                        |  | City          |  | State                   |  | Land                                     |        | Buildings and Improvements             |   |                          | Land |                      | Buildings and Improvements |               |   |                                                             | 
|SKILLED NURSING FACILITIES           |  |               |  |                         |  |                                          |        |                                        |   |                          |      |                      |                            |               |   |                                                             |  |   |         |  |   |        |  |      |  |      |  |         
|Lopatcong Center                     |  | Phillipsburg  |  | NJ                      |  | $                                        | 1,490  |                                        | $ | 12,336                   |      | $                    |                           |               | $ | 1,490                                                       |  | $ | 12,336  |  | $ | 1,423  |  | 1982 |  | 2004 |  | 30 years
|Wayne Center                         |  | Wayne         |  | PA                      |  |                                          | 662    |                                        |   | 6,872                    |      |                      |                           |               |   | 662                                                         |  |   | 6,872   |  |   | 767    |  | 1875 |  | 2004 |  | 30 years
|Belvedere Nursing & Rehab            |  | Chester       |  | PA                      |  |                                          | 822    |                                        |   | 7,202                    |      |                      |                           |               |   | 822                                                         |  |   | 7,202   |  |   | 824    |  | 1899 |  | 2004 |  | 30 years
|Chapel Manor                         |  | Philadelphia  |  | PA                      |  |                                          | 1,596  |                                        |   | 13,982                   |      |                      |                           |               |   | 1,596                                                       |  |   | 13,982  |  |   | 1,599  |  | 1948 |  | 2004 |  | 30 years
|Pennsburg Manor                      |  | Pennsburg     |  | PA                      |  |                                          | 1,091  |                                        |   | 7,871                    |      |                      |                           |               |   | 1,091                                                       |  |   | 7,871   |  |   | 937    |  | 1982 |  | 2004 |  | 30 years
|                                     |  |               |  |                         |  |                                          |        |                                        |   |                          |      |                      |                            |               |   |                                                             |  |   |         |  |   |        |  |      |  |      |  |         
|TOTAL FOR SKILLED NURSING FACILITIES |  |               |  |                         |  |                                          | 5,661  |                                        |   | 48,263                   |      |                      |                           |               |   | 5,661                                                       |  |   | 48,263  |  |   | 5,550  |  |      |  |      |  |         
|                                     |  |               |  |                         |  |                                          |        |                                        |   |                          |      |                      |                            |               |   |                                                             |  |   |         |  |   |        |  |      |  |      |  |         
|                                     |  |               |  |                         |  |                                          |        |                                        |   |                          |     
|SENIORS HOUSING COMMUNITIES          |  |               |  |                         |  |                                          |        |                                        |   |                          |      |                      |                            |               |   |                                                             |  |   |         |  |   |        |  |      |  |      |  |         
|Heritage Woods                       |  | Agawarn       |  | MA                      |  |                                          | 1,249  |                                        |   | 4,625                    |      |                      |                           |               |   | 1,249                                                       |  |   | 4,625   |  |   | 637    |  | 1997 |  | 2004 |  | 30 years
|Heritage at North Andover            |  | North Andover |  | MA                      |  |                                          | 1,194  |                                        |   | 12,544                   |      |                      |                           |               |   | 1,194                                                       |  |   | 12,544  |  |   | 1,280  |  | 1994 |  | 2004 |  | 30 years
|Heritage at Vernon Court             |  | Newton        |  | MA                      |  |                                          | 1,793  |                                        |   | 9,678                    |      |                      |                           |               |   | 1,793                                                       |  |   | 9,678   |  |   | 977    |  | 1930 |  | 2004 |  | 30 years
|Heritage at Cleveland Circle         |  | Brookline     |  | MA                      |  |                                          | 1,468  |                                        |   | 11,418                   |      |                      |                           |               |   | 1,468                                                       |  |   | 11,418  |  |   | 1,146  |  | 1995 |  | 2004 |  | 30 years
|Cabot Park Village                   |  | Newtonville   |  | MA                      |  |                                          | 1,772  |                                        |   | 14,854                   |      |                      |                           |               |   | 1,772                                                       |  |   | 14,854  |  |   | 1,566  |  | 1996 |  | 2004 |  | 30 years
|Berkshire Commons                    |  | Reading       |  | PA                      |  |                                          | 470    |                                        |   | 4,301                    |      |                      |                           |               |   | 470                                                         |  |   | 4,301   |  |   | 517    |  | 1997 |  | 2004 |  | 30 years
|Lehigh                               |  | Macungie      |  | PA                      |  |                                          | 420    |                                        |   | 4,406                    |      |                      |                           |               |   | 420                                                         |  |   | 4,406   |  |   | 517    |  | 1997 |  | 2004 |  | 30 years
|Sanatoga Court                       |  | Pottstown     |  | PA                      |  |                                          | 360    |                                        |   | 3,233                    |      |                      |                           |               |   | 360                                                         |  |   | 3,233   |  |   | 390    |  | 1997 |  | 2004 |  | 30 years
|Highgate at Paoli Pointe             |  | Paoli         |  | PA                      |  |                                          | 1,151  |                                        |   | 9,079                    |      |                      |                           |               |   | 1,151                                                       |  |   | 9,079   |  |   | 979    |  | 1997 |  | 2004 |  | 30 years
|                                     |  |               |  |                         |  |                                          |        |                                        |   |                          |      |                      |                            |               |   |                                                             |  |   |         |  |   |        |  |      |  |      |  |         
|TOTAL FOR SENIORS HOUSING FACILITIES |  |               |  |                         |  |                                          | 9,877  |                                        |   | 74,138                   |      |                      |                           |               |   | 9,877                                                       |  |   | 74,138  |  |   | 8,009  |  |      |  |      |  |         
|                                     |  |               |  |                         |  |                                          |        |                                        |   |                          |      |                      |                            |               |   |                                                             |  |   |         |  |   |        |  |      |  |      |  |         
|                                     |  |               |  |                         |  |                                          |        |                                        |   |                          |     
|MEDICAL OFFICE BUILDINGS             |  |               |  |                         |  |                                          |        |                                        |   |                          |      |                      |                            |               |   |                                                             |  |   |         |  |   |        |  |      |  |      |  |         
|Lacey Branch Office Building         |  | Forked River  |  | NJ                      |  |                                          | 63     |                                        |   | 621                      |      |                      |                           |               |   | 63                                                          |  |   | 621     |  |   | 70     |  | 1996 |  | 2004 |  | 30 years
|Professional Office Building I       |  | Upland        |  | PA                      |  |                                          |       |                                        |   | 6,243                    |      |                      | 114                        |               |   |                                                            |  |   | 6,357   |  |   | 699    |  | 1978 |  | 2004 |  | 30 years
|DCMH Medical Office Building         |  | Drexel Hill   |  | PA                      |  |                                          |       |                                        |   | 10,379                   |      |                      | 257                        |               |   |                                                            |  |   | 10,636  |  |   | 1,167  |  | 1984 |  | 2004 |  | 30 years
|                                     |  |               |  |                         |  |                                          |        |                                        |   |                          |      |                      |                            |               |   |                                                             |  |   |         |  |   |        |  |      |  |      |  |         
|TOTAL FOR MEDICAL OFFICE BUILDINGS   |  |               |  |                         |  |                                          | 63     |                                        |   | 17,243                   |      |                      | 371                        |               |   | 63                                                          |  |   | 17,614  |  |   | 1,936  |  |      |  |      |  |         
|                                     |  |               |  |                         |  |                                          |        |                                        |   |                          |      |                      |                            |               |   |                                                             |  |   |         |  |   |        |  |      |  |      |  |         
|TOTAL FOR ALL PROPERTIES             |  |               |  |                         |  | $                                        | 15,601 |                                        | $ | 139,644                  |      | $                    | 371                        |               | $ | 15,601                                                      |  | $ | 140,015 |  | $ | 15,495 |  |      |  |      |  |         
|                                     |  |               |  |                         |  |                                          |        |                                        |   |                          |      |                      |                            |               |   |                                                             |  |   |         |  |   |        |  |      |  |      |  |         



45



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##### Index to Financial Statements

|                               |  |                                  |         |      |   |         |      |  |   |        
|------------------------------ |  | -------------------------------- | ------- | ---- | - | ------- | ---- |  | - | -------
|                               |  | For the Years Ended December 31,
|                               |  | 2006                             |         | 2005 |   |         | 2004
|Reconciliation of real estate: |  |                                  |         |      |   |         |      |  |   |        
|                               |  |                                  |        
|Carrying cost:                 |  |                                  |         |      |   |         |      |  |   |        
|Balance at beginning of period |  | $                                | 155,355 |      | $ | 160,769 |      |  | $ |       
|Additions during period:       |  |                                  |         |      |   |         |      |  |   |        
|Acquisitions                   |  |                                  | 261     |      |   | 25      |      |  |   | 160,769
|Dispositions:                  |  |                                  |         |      |   |         |      |  |   |        
|Sale of facilities             |  |                                  |        |      |   | (5,439  | )    |  |   |       
|                               |  |                                  |         |      |   |         |      |  |   |        
|Balance at end of period       |  | $                                | 155,616 |      | $ | 155,355 |      |  | $ | 160,769
|                               |  |                                  |         |      |   |         |      |  |   |        
|                               |  |                                  |        
|Accumulated depreciation:      |  |                                  |         |      |   |         |      |  |   |        
|Balance at beginning of period |  | $                                | 10,162  |      | $ | 5,026   |      |  | $ |       
|Additions during period:       |  |                                  |         |      |   |         |      |  |   |        
|Depreciation expense           |  |                                  | 5,333   |      |   | 5,460   |      |  |   | 5,026  
|Dispositions:                  |  |                                  |         |      |   |         |      |  |   |        
|Sale of facilities             |  |                                  |        |      |   | (324    | )    |  |   |       
|                               |  |                                  |         |      |   |         |      |  |   |        
|Balance at end of period       |  | $                                | 15,495  |      | $ | 10,162  |      |  | $ | 5,026  
|                               |  |                                  |         |      |   |         |      |  |   |        



46



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##### Index to Financial Statements

|ITEM 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|------- | ------------------------------------------------------------------------------------

Not applicable.



|ITEM 9A. | Controls and Procedures
|-------- | -----------------------

Evaluation of
Disclosure Controls and Procedures

We have established disclosure controls and procedures to ensure that material information relating
to us is timely communicated to the officers who certify our financial reports and to other members of our management, including ElderTrusts Board of Trustees.

Based upon their evaluation as of December 31, 2006, the Chief Executive Officer and Chief Financial Officer of ElderTrust, our general partner, have concluded that our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are effective to ensure that information required to be disclosed by us in our Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in
the Commissions rules and forms.

Changes in Internal Control Over Financial Reporting

During the fourth quarter of 2006, there were no changes in our internal control over financial reporting or in other factors that have materially
affected, or are reasonably likely to materially affect, those controls.



|ITEM 9B. | Other Information
|-------- | -----------------

Not
applicable.

PART III



|ITEM 10. | Directors and Executive Officers of the Registrant
|-------- | --------------------------------------------------

We have no directors or executive officers. We are managed by ElderTrust, our sole general partner. The trustee and executive officers of ElderTrust are listed in the following table:



|                       |  |     |  |                                      
|---------------------- |  | --- |  | -------------------------------------
|Name                   |  | Age |  | Position                             
|Debra A. Cafaro        |  | 49  |  | President and Chief Executive Officer
|Richard A. Schweinhart |  | 57  |  | Chief Financial Officer              
|T. Richard Riney       |  | 49  |  | Secretary and Trustee                

T. Richard Riney has served as a trustee of ElderTrust since February 5, 2004, the date of
the ElderTrust acquisition.

ElderTrust is a direct wholly owned subsidiary of Ventas. Ventas has adopted a code of ethics that applies to
its executive officers and the executive officers of Ventass subsidiaries, including ElderTrust. We do not have an audit committee, but rely on the Audit Committee of Ventass Board of Directors to perform similar functions for us. The
additional information required by this Item 10 is incorporated by reference to Ventass definitive Proxy Statement for the 2007 Annual Meeting of Stockholders, which Ventas will file with the Commission not later than April 30, 2007.



|ITEM 11. | Executive Compensation
|-------- | ----------------------

We
have no directors or executive officers. We are managed by ElderTrust, our sole general partner. ElderTrust has not paid any compensation to its trustee or executive officers. ElderTrust is a direct wholly owned subsidiary of Ventas. The additional
information required by this Item 11 is incorporated by reference to Ventass definitive Proxy Statement for the 2007 Annual Meeting of Stockholders, which Ventas will file with the Commission not later than April 30, 2007.



|ITEM 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------

The following table sets forth certain information with respect to the beneficial ownership of our partnership interests as of March 21, 2007 by each
person we know to be the beneficial owner of more than 5% of each class of our outstanding



47



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##### Index to Financial Statements

partnership interests. As of March 21, 2007, no trustee, director or executive officer of ElderTrust or Ventas beneficially owned any partnership
interests. Each entity named in the table has sole voting power and sole investment power over the units beneficially owned by it.



|                                                                                                    |  |                                                 |  |                
|--------------------------------------------------------------------------------------------------- |  | ----------------------------------------------- |  | ---------------
|Name of Beneficial Owner                                                                            |  | Partnership Interests Beneficially Owned        |  | Percentof Class
|Ventas, Inc. 10350 Ormsby Park Place, Suite
300 Louisville, KY 40223                                |  | 7,873 Class A general partnership units (1)     |  | 100%           
|                                                                                                    |  |                                                
|Ventas, Inc. 10350 Ormsby Park Place, Suite
300 Louisville, KY 40223                                |  | 8,040,688 Class A limited partnership units (2) |  | 100%           
|                                                                                                    |  |                                                
|Norland Plastics Company 155 South Limerick
Road Limerick, PA 19468                                 |  | 31,455 Class C limited partnership units (3)    |  | 100%           
|                                                                                                    |  |                                                
|Ventas, Inc. 10350 Ormsby Park Place, Suite
300 Louisville, KY 40223                                |  | 309,010 Class D limited partnership units       |  | 89.5%          
|                                                                                                    |  |                                                
|Charles A. Post Provident Realty Partners
LLC 600 College Road East, Suite 3400 Princeton, NJ
08540 |  | 23,401 Class D limited partnership units        |  | 6.8%           

---

|(1) | Consists of 7,873 Class A general partnership units held by ElderTrust, which is a wholly owned subsidiary of Ventas.
|--- | ---------------------------------------------------------------------------------------------------------------------

|(2) | Includes 7,776,573 Class A limited partnership units held by ElderTrust.
|--- | ------------------------------------------------------------------------

|(3) | Consists of 31,455 Class C limited partnership units held by ET Sub-Falls-Washington Street, LLC, which is a wholly owned subsidiary of Norland Plastics Company.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

The additional information required by this Item 12 is incorporated by reference to Ventass definitive Proxy
Statement for the 2007 Annual Meeting of Stockholders, which Ventas will file with the Commission not later than April 30, 2007.



|ITEM 13. | Certain Relationships and Related Transactions, and Director Independence
|-------- | -------------------------------------------------------------------------

The information required by this Item 13 is incorporated by reference to Note 13Related Party Transactions of the Notes to
Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K and Ventass definitive Proxy Statement for the 2007 Annual Meeting of Stockholders, which Ventas will file with the Commission not later than
April 30, 2007.



|ITEM 14. | Principal Accountant Fees and Services
|-------- | --------------------------------------

Ernst & Young LLP has been our independent registered public accounting firm since January 1, 2004 and has audited our consolidated financial statements for the year ended December 31, 2006 and
2005. Fees charged by Ernst & Young for the years ended December 31, 2006 and 2005 were as follows:



|                   |  |      |        |      |   |       
|------------------ |  | ---- | ------ | ---- | - | ------
|                   |  | 2006 |        | 2005
|Audit Fees (1)     |  | $    | 54,000 |      | $ | 54,000
|Audit-Related Fees |  |      |       |      |   |      
|Tax Fees           |  |      |       |      |   |      
|All Other Fees     |  |      |       |      |   |      
|                   |  |      |        |      |   |       
|Total              |  | $    | 54,000 |      | $ | 54,000
|                   |  |      |        |      |   |       

---

|(1) | The category of Audit Fees includes the aggregate fees billed for professional services rendered by Ernst & Young for the audit of our annual consolidated financial
statements and review of the interim consolidated financial statements included in our Quarterly Reports on Form 10-Q.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



48



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##### Index to Financial Statements

The additional information required by this Item 14 is incorporated by reference to Ventass
definitive Proxy Statement for the 2007 Annual Meeting of Stockholders, which Ventas will file with the Commission not later than April 30, 2007.

PART IV



|ITEM 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------

Financial Statements and Financial Statement Schedule

The following documents have been included in Part II, Item 8 of
this Annual Report on Form 10-K:



|                                                                                                                                                                                                                  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Report of Independent Registered Public Accounting Firm                                                                                                                                                           
|Consolidated Balance Sheets as of December 31, 2006 and 2005                                                                                                                                                      
|Consolidated Statements of Operations for the Years ended December 31, 2006 and 2005, and for the Periods from February 5, 2004
through December 31, 2004 and from January 1, 2004 through February 4, 2004       
|Consolidated Statements of Partners Capital for the Years ended December 31, 2006 and 2005, and for the Periods from
February 5, 2004 through December 31, 2004 and from January 1, 2004 through February 4, 2004
|Consolidated Statements of Cash Flows for the Years ended December 31, 2006 and 2005, and for the Periods from February 5, 2004
through December 31, 2004 and from January 1, 2004 through February 4, 2004       
|Notes to Consolidated Financial Statements                                                                                                                                                                        
|Consolidated Financial Statement Schedule                                                                                                                                                                         
|Schedule IIIReal Estate and Accumulated Depreciation                                                                                                                                                             

All other schedules have been omitted because they are inapplicable, not required or the
information is included elsewhere in the Consolidated Financial Statements or notes thereto.



49



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##### Index to Financial Statements

Exhibits



|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                          
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                             |  | Location of Document                                                                                                                                     
|3.1            |  | Amended and Restated Certificate of Limited Partnership of ElderTrust Operating Limited Partnership.                                                                                                                                                                                                                                                                                                                |  | Incorporated by reference to Exhibit 3.8.1 to Amendment No. 1 to our Registration Statement on Form S-4, File No. 333-120642, filed on December 21, 2004.
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.2.1          |  | Second Amended and Restated Agreement of Limited Partnership of ElderTrust Operating Limited Partnership.                                                                                                                                                                                                                                                                                                           |  | Incorporated by reference to Exhibit 10.1 to ElderTrusts Annual Report on Form 10-K for the year ended December 31, 1997.                               
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.2.2          |  | Second Amendment to Second Amended and Restated Agreement of Limited Partnership of ElderTrust Operating Limited Partnership, dated October 13, 1999.                                                                                                                                                                                                                                                               |  | Incorporated by reference to Exhibit 10.44 to ElderTrusts Annual Report on Form 10-K for the year ended December 31, 1999.                              
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.2.3          |  | Consent of General Partner and Third Amendment to Second Amended and Restated Agreement of Limited Partnership dated as of June 7, 2005.                                                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on June 10, 2005.                                                      
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.1.1          |  | Certificate of Designation for Class C (LIHTC) Units of ElderTrust Operating Limited Partnership.                                                                                                                                                                                                                                                                                                                   |  | Incorporated by reference to Exhibit 10.1 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.                            
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.1.2          |  | Agreement of Class C (LIHTC) Unit Rights Modification, dated November 19, 2003, between ElderTrust Operating Limited Partnership, Norland Plastics Company, ET Sub-Falls-Washington Street, L.L.C.
and Ventas, Inc.                                                                                                                                                                                                 |  | Incorporated by reference to Exhibit 4.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.                                      
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.2            |  | Supplemental Indenture dated as of February 20, 2004 among the newly-acquired Restricted Subsidiaries listed in Annex A thereto, as Guaranteeing Subsidiaries, Ventas Realty and Ventas Capital,
as Issuers, Ventas, Inc., Ventas LP Realty, L.L.C., Ventas Healthcare Properties, Inc. and Ventas TRS, as Guarantors, and U.S. Bank National Association, as Trustee, relating to the 83/4% Senior Notes due 2009. |  | Incorporated by reference to Exhibit 4.5.4 to Ventass Annual Report on Form 10-K for the year ended December 31, 2003.                                  
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.3.1          |  | Indenture dated as of June 7, 2005 among Ventas Realty, Ventas Capital, the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 63/4% Senior Notes due 2010.                                                                                                                                                                                                                   |  | Incorporated by reference to Exhibit 4.1 to Ventass Current Report on Form 8-K filed on June 13, 2005.                                                  
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.3.2          |  | Supplemental Indenture dated as of June 21, 2005 among the Guaranteeing Subsidiaries named therein, Ventas Realty and Ventas Capital, as Issuers, the other Guarantors named therein and U.S. Bank
National Association, as Trustee.                                                                                                                                                                                |  | Incorporated by reference to Exhibit 4.13 to Ventass Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.                                 
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.4.0          |  | Supplemental Indenture dated as of February 20, 2004 among the newly-acquired Restricted Subsidiaries listed in Anex A thereto, as Guaranteeing Subsidiaries, Ventas Realty and Ventas Capital, as
Issuers, Ventas, Inc. Ventas LP Realty, L.L.C., Ventas Healthcare Properties, Inc. and Ventas TRS, as Guarantors, and U.S. Bank National Associations, as Trustees, relating to the 9% Senior Notes due 2012.    |  | Incorporated by reference to Exhibit 4.6.4 to Ventass Annual Report on Form 10-K for the year ended December 31, 2003.                                  
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.5.1          |  | Indenture dated as of October 15, 2004, among Ventas Realty and Ventas Capital, as Issuers, the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 65/8% Senior Notes due 2014.                                                                                                                                                                                               |  | Incorporated by reference to Exhibit 4.1 to Ventass Current Report on Form 8-K filed on October 15, 2004.                                               



50



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##### Index to Financial Statements

|               |  |                                                                                                                                                                                                                                                                                                                                |  |                                                                                                                                                          
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Document                                                                                                                                                                                                                                                                                                        |  | Location of Document                                                                                                                                     
|4.5.2          |  | Supplemental Indenture dated as of December 15, 2004 among Ventas Framingham, LLC and Ventas Management, LLC, as Guaranteeing Subsidiaries, Ventas Realty and Ventas Capital, as Issuers, the
other Guarantors named therein and U.S. Bank National Association, as Trustee.                                                   |  | Incorporated by reference to Exhibit 4.1.2 to Amendment No. 1 to our Registration Statement on Form S-4, File No. 333-120642, filed on December 21, 2004.
|               |  |                                                                                                                                                                                                                                                                                                                               
|4.6.1          |  | Indenture dated as of June 7, 2005 among Ventas Realty, Ventas Capital, the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 71/8% Senior Notes due 2015.                                                                                                                              |  | Incorporated by reference to Exhibit 4.2 to Ventass Current Report on Form 8-K filed on June 13, 2005.                                                  
|               |  |                                                                                                                                                                                                                                                                                                                               
|4.6.2          |  | Supplemental Indenture dated as of June 21, 2005 among the Guaranteeing Subsidiaries named therein, Ventas Realty and Ventas Capital, as Issuers, the other Guarantors named therein and U.S. Bank
National Association, as Trustee.                                                                                           |  | Incorporated by reference to Exhibit 4.16 to Ventass Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.                                 
|               |  |                                                                                                                                                                                                                                                                                                                               
|4.7.1          |  | Indenture dated as of December 9, 2005 among Ventas Realty, Ventas Capital, the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 61/2% Senior Notes due 2016.                                                                                                                          |  | Incorporated by reference to Exhibit 4.1 to Ventass Current Report on Form 8-K filed on December 13, 2005.                                              
|               |  |                                                                                                                                                                                                                                                                                                                               
|4.7.2          |  | Supplemental Indenture dated as of December 21, 2005 among Ventas Finance I, Inc., Ventas Finance I, LLC, Ventas Specialty I, Inc. and Ventas Specialty I, LLC, as Guaranteeing Subsidiaries,
Ventas Realty and Ventas Capital, as Issuers, the other Guarantors named therein and U.S. Bank National Association, as Trustee. |  | Incorporated by reference to Exhibit 4.1.2 to our Registration Statement on Form S-4, File No. 333-131342.                                               
|               |  |                                                                                                                                                                                                                                                                                                                               
|4.7.3          |  | Schedule of Agreements Substantially Identical in All Material Respects to the agreements incorporated by reference as Exhibits 4.2, 4.3.2, 4.4, 4.5.2, 4.6.2 and 4.7.2 to this Annual Report on
Form 10-K, pursuant to Instruction 2 to Item 601 of Regulation S-K                                                            |  | Filed herewith.                                                                                                                                          
|               |  |                                                                                                                                                                                                                                                                                                                               
|4.8.1          |  | Indenture dated as of September 19, 2006 among Ventas, Inc., Ventas Realty and Ventas Capital, as Issuer(s), the Guarantors named therein and U.S. Bank National Association, as
Trustee.                                                                                                                                      |  | Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-3, File No. 333-133115.                                                 
|               |  |                                                                                                                                                                                                                                                                                                                               
|4.8.2          |  | First Supplemental Indenture dated as of September 19, 2006 Ventas, Inc., Ventas Realty and Ventas Capital, as Issuer(s), the Guarantors named therein and U.S. Bank National Association, as
Trustee, relating to the 63/4% Senior Notes due 2017.                                                                            |  | Incorporated by reference to Exhibit 4.2 to Ventass Current Report on Form 8-K, filed on September 22, 2006.                                            
|               |  |                                                                                                                                                                                                                                                                                                                               
|4.8.3          |  | Supplemental Indenture dated as of November 21, 2006 among the Guaranteeing Subsidiaries named therein, Ventas Realty and Ventas Capital, as Issuers, and the other Guarantors named
therein.                                                                                                                                  |  | Incorporated by reference to Exhibit 4.10.3 to Ventass Annual Report on Form 10-K for the year ended December 31, 2006.                                 
|               |  |                                                                                                                                                                                                                                                                                                                               
|4.9            |  | Indenture dated as of December 1, 2006 among Ventas, Inc., as Issuer, the Subsidiary Guarantors named therein, as Guarantors, and U.S. Bank National Association, as Trustee                                                                                                                                                   |  | Incorporated by reference to Exhibit 4.1 to Ventass Current Report on Form 8-K, filed on December 6, 2006.                                              
|               |  |                                                                                                                                                                                                                                                                                                                               
|10.1.1         |  | Option Agreement by and between D. Lee McCreary, Jr. and ElderTrust Operating Limited Partnership relating to interests in Vernon ALF, L.L.C.                                                                                                                                                                                  |  | Incorporated by reference to Exhibit 10.39 to ElderTrusts Annual Report on Form 10-K for the year ended December 31, 1999.                              
|               |  |                                                                                                                                                                                                                                                                                                                               
|10.1.2         |  | Assignment of Membership Interest, dated as of February 5, 2004, by and between D. Lee McCreary, Jr. and ElderTrust Operating Limited Partnership relating to interests in Vernon ALF,
L.L.C.                                                                                                                                  |  | Incorporated by reference to Exhibit 10.1.1.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.                                 



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##### Index to Financial Statements

|               |  |                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                   
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Document                                                                                                                                                                                                                                                                   |  | Location of Document                                                                                                                                              
|10.2.1         |  | Form of Minimum Rent Lease between ElderTrust Operating Limited Partnership and a consolidated subsidiary of Genesis Health Ventures, Inc.                                                                                                                                                |  | Incorporated by reference to Exhibit 10.22 to Amendment No. 4 to ElderTrusts Registration Statement on Form S-11 (File No. 333-37451).                           
|               |  |                                                                                                                                                                                                                                                                                          
|10.2.2         |  | Form of Percentage Rent Lease between ElderTrust Operating Limited Partnership and a consolidated subsidiary of Genesis Health Ventures, Inc.                                                                                                                                             |  | Incorporated by reference to Exhibit 10.23 to Amendment No. 4 to ElderTrusts Registration Statement on Form S-11 (File No. 333-37451), filed on January 20, 1998.
|               |  |                                                                                                                                                                                                                                                                                          
|10.3.1         |  | Assignment of Partnership Interest and Second Amendment to Agreement of Limited Partnership of ET Sub-Meridian Limited Partnership, L.L.P., dated September 25, 2002, by and among Toughkenamon,
L.L.C., ElderTrust Operating Limited Partnership and ET Meridian General Partner, L.L.C. |  | Incorporated by reference to Exhibit 2.1 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                    
|               |  |                                                                                                                                                                                                                                                                                          
|10.3.2.1       |  | Option Agreement, dated as of September 25, 2002, by and between D. Lee McCreary, Jr. and ElderTrust Operating Limited Partnership relating to interests in Cabot ALF, L.L.C.                                                                                                             |  | Incorporated by reference to Exhibit 2.2 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                    
|               |  |                                                                                                                                                                                                                                                                                          
|10.3.2.2       |  | Assignment of Membership Interest, dated as of February 5, 2004, by and between D. Lee McCreary, Jr. and ElderTrust Operating Limited Partnership relating to interests in Cabot ALF,
L.L.C.                                                                                              |  | Incorporated by reference to Exhibit 10.3.2.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.                                          
|               |  |                                                                                                                                                                                                                                                                                          
|10.3.3.1       |  | Option Agreement, dated as of September 25, 2002, by and between D. Lee McCreary, Jr. and ElderTrust Operating Limited Partnership relating to interests in Cleveland ALF, L.L.C.                                                                                                         |  | Incorporated by reference to Exhibit 2.3 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                    
|               |  |                                                                                                                                                                                                                                                                                          
|10.3.3.2       |  | Assignment of Membership Interest, dated as of February 5, 2004, by and between D. Lee McCreary, Jr. and ElderTrust Operating Limited Partnership relating to interests in Cleveland ALF,
L.L.C.                                                                                          |  | Incorporated by reference to Exhibit 10.3.3.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.                                          
|               |  |                                                                                                                                                                                                                                                                                          
|10.3.4.1       |  | Purchase Option, dated as of November 30, 1993, by and among the sellers identified therein, Heritage Associates Limited Partnership and MHC Acquisition Corporation.                                                                                                                     |  | Incorporated by reference to Exhibit 99.7 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                   
|               |  |                                                                                                                                                                                                                                                                                          
|10.3.4.2       |  | Schedule of Omitted Meridian Purchase Options.                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 99.10 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                  
|               |  |                                                                                                                                                                                                                                                                                          
|10.3.4.3       |  | First Amendment to Option Agreement, dated September 3, 1998, by and among the sellers identified therein, Heritage Meridian Limited Partnership and MHC Acquisition Corporation.                                                                                                         |  | Incorporated by reference to Exhibit 99.8 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                   
|               |  |                                                                                                                                                                                                                                                                                          
|10.3.4.4       |  | Assignment of Option Agreement, dated September 3, 1998, between Meridian Healthcare, Inc. and ET Sub-Meridian Limited Partnership, L.L.P.                                                                                                                                                |  | Incorporated by reference to Exhibit 99.9 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                   
|               |  |                                                                                                                                                                                                                                                                                          
|10.3.5.1       |  | Lease Agreement, dated as of November 30, 1993, by and between Heritage Associates Limited Partnership and MHC Acquisition Corporation.                                                                                                                                                   |  | Incorporated by reference to Exhibit 99.1 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                   
|               |  |                                                                                                                                                                                                                                                                                          
|10.3.5.2       |  | Schedule of Omitted Meridian Lease Agreements.                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 99.6 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                   
|               |  |                                                                                                                                                                                                                                                                                          
|10.3.5.3       |  | Amendment No. 1 to Lease Agreement, dated as of August 1, 1994, by and between Heritage Associates Limited Partnership and Meridian Healthcare, Inc.                                                                                                                                      |  | Incorporated by reference to Exhibit 99.2 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                   



52



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##### Index to Financial Statements

|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                                                                                                                   
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | Location of Document                                                                                                              
|10.3.5.4       |  | Amendment No. 2 to Lease Agreement, dated as of August 1, 1994, by and between Heritage Associates Limited Partnership and Meridian Healthcare, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 99.3 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                   
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.5.5       |  | Amendment No. 3 to Lease Agreement, dated as of September 3, 1998, by and between Heritage Associates Limited Partnership and ET Sub-Meridian Limited Partnership, L.L.P.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | Incorporated by reference to Exhibit 99.4 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                   
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.5.6       |  | Assignment of Lease Agreement, dated as of September 3, 1998, by and between Heritage Associates Limited Partnership and ET Sub-Meridian Limited Partnership, L.L.P.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 99.5 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                   
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.6.1       |  | Sublease Agreement, dated September 3, 1998, by and between ET Sub-Meridian Limited Partnership, L.L.P., as Landlord, and Meridian Healthcare, Inc., as Tenant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | Incorporated by reference to Exhibit 99.11 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                  
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.6.2       |  | Schedule of Omitted Meridian Sublease Agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | Incorporated by reference to Exhibit 99.12 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                  
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.7         |  | Indemnification Consent and Acknowledgment Agreement, dated September 3, 1998, between ElderTrust Operating Limited Partnership and Genesis Health Ventures, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | Incorporated by reference to Exhibit 10.4 to ElderTrusts Current Report on Form 8-K filed on September 18, 1998.                 
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.8         |  | Guarantee Agreement, dated September 3, 1998, between ElderTrust Operating Limited Partnership and ET Sub-Meridian Limited Partnership, L.L.P. (f/k/a Meridian Healthcare, Inc.).                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | Incorporated by reference to Exhibit 10.5 to ElderTrusts Current Report on Form 8-K filed on September 18, 1998.                 
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.4           |  | Master Agreement, dated November 27, 2000, between The Multicare Companies, Inc., Berks Nursing Homes, Inc., Lehigh Nursing Homes, Inc., Delm Nursing, Inc. and Genesis Eldercare Corp. and
ElderTrust and ElderTrust Operating Limited Partnership.                                                                                                                                                                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 99.5 to ElderTrusts Current Report on Form 8-K filed on December 11, 2000.                  
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.5           |  | Master Agreement, dated November 27, 2000, between Genesis Health Ventures, Inc., Meridian Healthcare, Inc., Volusia Meridian Limited Partnership, Wyncote Healthcare Corp., Philadelphia Avenue
Associates and Geriatric and Medical Services, Inc., Geriatric and Medical Companies, Inc. and Edella Street Associates and ElderTrust, ElderTrust Operating Limited Partnership, ET Sub-Meridian Limited Partnership, L.L.P., ET Sub-Rittenhouse Limited
Partnership, L.L.P., ET Sub-Windsor I, L.L.C. and ET Sub-Windsor II, L.L.C., ET Sub-Phillipsburg I, L.L.C., ET Sub-Highgate, L.P. and ET Sub-Willowbrook Limited Partnership, L.L.P. |  | Incorporated by reference to Exhibit 99.4 to ElderTrusts Current Report on Form 8-K filed on December 11, 2000.                  
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.6.1         |  | Master Agreement, dated as of September 11, 2003, between Genesis Health Ventures, Inc. and ElderTrust Operating Limited Partnership, including exhibits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.



53



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##### Index to Financial Statements

|               |  |                                                                                                                                                                                                                              |  |                                                                                                                                   
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Document                                                                                                                                                                                                      |  | Location of Document                                                                                                              
|10.6.2         |  | Conveyance and Transfer Agreement, dated September 11, 2003, between Meridian Healthcare, Inc., Genesis Healthcare Corporation, ElderTrust, ElderTrust Operating Limited Partnership and ET
Meridian General Partner, L.L.C. |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|               |  |                                                                                                                                                                                                                             
|10.6.3         |  | Conveyance and Transfer Agreement, dated September 11, 2003, between Edella Street Associates, Genesis Healthcare Corporation and ET Sub-Willowbrook Limited Partnership, L.L.P.                                             |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|               |  |                                                                                                                                                                                                                             
|10.6.4         |  | Conveyance and Transfer Agreement, dated September 11, 2003, between Geriatric and Medical Services, Inc., Genesis Healthcare Corporation and ET Sub-Rittenhouse Limited Partnership,
L.L.P.                                 |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|               |  |                                                                                                                                                                                                                             
|10.6.5         |  | Conveyance and Transfer Agreement, dated September 11, 2003, between Genesis Health Ventures of Wilkes-Barre, Inc., Genesis Healthcare Corporation and ET Sub-Riverview Ridge Limited Partnership,
L.L.P.                    |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|               |  |                                                                                                                                                                                                                             
|10.6.6         |  | Conveyance and Transfer Agreement, dated September 11, 2003, between Geriatric and Medical Services, Inc., Genesis Healthcare Corporation and ET Sub-Phillipsburg I, L.L.C.                                                  |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|               |  |                                                                                                                                                                                                                             
|10.6.7         |  | Conveyance and Transfer Agreement, dated September 11, 2003, between McKerley Health Care Centers, Inc., Genesis Healthcare Corporation and ET Sub-Pleasant View, L.L.C.                                                     |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|               |  |                                                                                                                                                                                                                             
|10.6.8.1       |  | Second Amendment to Lease Agreement (Berkshire), dated December 1, 2003, by and among ET Sub-Berkshire Limited Partnership and Assisted Living Associates of Berkshire, Inc.                                                 |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|               |  |                                                                                                                                                                                                                             
|10.6.8.2       |  | Lease Guaranty and Suretyship Agreement (Berkshire), dated December 1, 2003, by Genesis Healthcare Corporation in favor of ET Sub-Berkshire Limited Partnership.                                                             |  | Incorporated by reference to Exhibit 10.6.8.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.          
|               |  |                                                                                                                                                                                                                             
|10.6.9.1       |  | Third Amendment to Lease Agreement (Lehigh), dated December 1, 2003, by and among ET Sub-Lehigh Limited Partnership and Assisted Living Associates of Lehigh, Inc.                                                           |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|               |  |                                                                                                                                                                                                                             
|10.6.9.2       |  | Lease Guaranty and Suretyship Agreement (Lehigh), dated December 1, 2003, by Genesis Healthcare Corporation in favor of ET Sub-Lehigh Limited Partnership.                                                                   |  | Incorporated by reference to Exhibit 10.6.9.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.          
|               |  |                                                                                                                                                                                                                             
|10.6.10.1      |  | Second Amendment to Lease Agreement (Sanatoga), dated October 29, 2003, by and among ET Sub-Sanatoga Limited Partnership and Assisted Living Associates of Sanatoga, Inc.                                                    |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|               |  |                                                                                                                                                                                                                             
|10.6.10.2      |  | Lease Guaranty and Suretyship Agreement (Sanatoga), dated October 29, 2003, by Genesis Healthcare Corporation in favor of ET Sub-Sanatoga Limited Partnership.                                                               |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|               |  |                                                                                                                                                                                                                             
|10.6.11.1      |  | Second Amendment to Lease Agreement (Heritage Woods), dated October 29, 2003, by and among ET Sub-Heritage Woods, L.L.C. and Genesis Health Ventures of Massachusetts.                                                       |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|               |  |                                                                                                                                                                                                                             
|10.6.11.2      |  | Lease Guaranty and Suretyship Agreement (Heritage Woods), dated October 29, 2003, by Genesis Healthcare Corporation in favor of ET Sub-Heritage Woods, LLC.                                                                  |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|               |  |                                                                                                                                                                                                                             
|10.6.12.1      |  | Third Amendment to Lease Agreement (Highgate), dated December 1, 2003, by and among ET Sub-Highgate, L.P. and Geriatric and Medical Services, Inc.                                                                           |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.



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##### Index to Financial Statements

|               |  |                                                                                                                                                                                                                                                                                                             |  |                                                                                                                                   
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Document                                                                                                                                                                                                                                                                                     |  | Location of Document                                                                                                              
|10.6.12.2      |  | Lease Guaranty and Suretyship Agreement (Highgate), dated December 1, 2003, by Genesis Healthcare Corporation in favor of ET Sub-Highgate, L.P.                                                                                                                                                             |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|               |  |                                                                                                                                                                                                                                                                                                            
|10.6.13.1      |  | Second Amendment to Lease Agreement (Lopatcong), dated December 1, 2003, by and among ET Sub-Lopatcong, L.L.C. and Geriatric and Medical Services, Inc.                                                                                                                                                     |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|               |  |                                                                                                                                                                                                                                                                                                            
|10.6.13.2      |  | Lease Guaranty and Suretyship Agreement (Lopatcong), dated December 1, 2003, by Genesis Healthcare Corporation in favor of ET Sub-Lopatcong, L.L.C.                                                                                                                                                         |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|               |  |                                                                                                                                                                                                                                                                                                            
|10.7.1         |  | OP Contribution Agreement dated as of April 12, 2005 among Ventas, the Partnership and Darryl W. Copeland, Jr.                                                                                                                                                                                              |  | Incorporated by reference to Exhibit 10.1 to Ventass Current Report on Form 8-K filed on April 14, 2005.                         
|               |  |                                                                                                                                                                                                                                                                                                            
|10.7.2         |  | Schedule of Agreements Substantially Identical in all Material Respects to the Agreement incorporated by reference as Exhibit 10.7.1 to this Annual Report on Form 10-K, pursuant to Instruction 2
to Item 601 of Regulation S-K.                                                                           |  | Incorporated by reference to Exhibit 10.2 to Ventass Current Report on Form 8-K filed on April 14, 2005.                         
|               |  |                                                                                                                                                                                                                                                                                                            
|10.8           |  | Credit and Guaranty Agreement dated as of April 26, 2006 among Ventas Realty, Limited Partnership, as borrower, Ventas, Inc. and the other guarantors named therein, as guarantors, Bank of
America, N.A., as Administrative Agent, Issuing Bank and Swing Line Lender, and the lenders identified therein. |  | Incorporated by reference to Exhibit 10.1 to Ventass Current Report on Form 8-K filed on May 2, 2006.                            
|               |  |                                                                                                                                                                                                                                                                                                            
|21             |  | Subsidiaries of ElderTrust Operating Limited Partnership.                                                                                                                                                                                                                                                   |  | Filed herewith.                                                                                                                   
|               |  |                                                                                                                                                                                                                                                                                                            
|23             |  | Consent of Ernst & Young LLP.                                                                                                                                                                                                                                                                               |  | Filed herewith.                                                                                                                   
|               |  |                                                                                                                                                                                                                                                                                                            
|31.1           |  | Certification of Debra A. Cafaro, President and Chief Executive Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, pursuant to Rule 13a-14(a) under the Exchange
Act.                                                                                                      |  | Filed herewith.                                                                                                                   
|               |  |                                                                                                                                                                                                                                                                                                            
|31.2           |  | Certification of Richard A. Schweinhart, Chief Financial Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, pursuant to Rule 13a-14(a) under the Exchange
Act.                                                                                                             |  | Filed herewith.                                                                                                                   
|               |  |                                                                                                                                                                                                                                                                                                            
|32.1           |  | Certification of Debra A. Cafaro, President and Chief Executive Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, pursuant to Rule 13a-14(b) under the Exchange
Act and 18 U.S.C. 1350.                                                                                   |  | Filed herewith.                                                                                                                   
|               |  |                                                                                                                                                                                                                                                                                                            
|32.2           |  | Certification of Richard A. Schweinhart, Chief Financial Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, pursuant to Rule 13a-14(b) under the Exchange Act and
18 U.S.C. 1350.                                                                                          |  | Filed herewith.                                                                                                                   



55



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 29, 2007



ElderTrust Operating Limited PartnershipBy:

ElderTrust, its general partnerBy:

/s/ Debra A. CafaroDebra A. CafaroPresident and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been
signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|                                                  |  |                                                                                                                                                               |  |               
|------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------
|Signature                                         |  | Title                                                                                                                                                         |  | Date          
|                                                  |  |                                                                                                                                                              
|/s/ Debra A. Cafaro Debra A. Cafaro               |  | President and Chief Executive Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership (Principal Executive
Officer)                |  | March 29, 2007
|                                                  |  |                                                                                                                                                              
|/s/ Richard A. Schweinhart Richard A. Schweinhart |  | Executive Vice President and Chief Financial Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership (Principal
Financial Officer) |  | March 29, 2007
|                                                  |  |                                                                                                                                                              
|/s/ Robert J. Brehl Robert J. Brehl               |  | Chief Accounting Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership (Principal Accounting
Officer)                            |  | March 29, 2007
|                                                  |  |                                                                                                                                                              
|/s/ T. Richard Riney T. Richard Riney             |  | Trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership                                                                            |  | March 29, 2007



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##### Index to Financial Statements

EXHIBIT INDEX



|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                          
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                             |  | Location of Document                                                                                                                                     
|3.1            |  | Amended and Restated Certificate of Limited Partnership of ElderTrust Operating Limited Partnership.                                                                                                                                                                                                                                                                                                                |  | Incorporated by reference to Exhibit 3.8.1 to Amendment No. 1 to our Registration Statement on Form S-4, File No. 333-120642, filed on December 21, 2004.
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.2.1          |  | Second Amended and Restated Agreement of Limited Partnership of ElderTrust Operating Limited Partnership.                                                                                                                                                                                                                                                                                                           |  | Incorporated by reference to Exhibit 10.1 to ElderTrusts Annual Report on Form 10-K for the year ended December 31, 1997.                               
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.2.2          |  | Second Amendment to Second Amended and Restated Agreement of Limited Partnership of ElderTrust Operating Limited Partnership, dated October 13, 1999.                                                                                                                                                                                                                                                               |  | Incorporated by reference to Exhibit 10.44 to ElderTrusts Annual Report on Form 10-K for the year ended December 31, 1999.                              
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.2.3          |  | Consent of General Partner and Third Amendment to Second Amended and Restated Agreement of Limited Partnership dated as of June 7, 2005.                                                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on June 10, 2005.                                                      
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.1.1          |  | Certificate of Designation for Class C (LIHTC) Units of ElderTrust Operating Limited Partnership.                                                                                                                                                                                                                                                                                                                   |  | Incorporated by reference to Exhibit 10.1 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.                            
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.1.2          |  | Agreement of Class C (LIHTC) Unit Rights Modification, dated November 19, 2003, between ElderTrust Operating Limited Partnership, Norland Plastics Company, ET Sub-Falls-Washington Street, L.L.C.
and Ventas, Inc.                                                                                                                                                                                                 |  | Incorporated by reference to Exhibit 4.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.                                      
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.2            |  | Supplemental Indenture dated as of February 20, 2004 among the newly-acquired Restricted Subsidiaries listed in Annex A thereto, as Guaranteeing Subsidiaries, Ventas Realty and Ventas Capital,
as Issuers, Ventas, Inc., Ventas LP Realty, L.L.C., Ventas Healthcare Properties, Inc. and Ventas TRS, as Guarantors, and U.S. Bank National Association, as Trustee, relating to the 83/4% Senior Notes due 2009. |  | Incorporated by reference to Exhibit 4.5.4 to Ventass Annual Report on Form 10-K for the year ended December 31, 2003.                                  
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.3.1          |  | Indenture dated as of June 7, 2005 among Ventas Realty, Ventas Capital, the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 63/4% Senior Notes due 2010.                                                                                                                                                                                                                   |  | Incorporated by reference to Exhibit 4.1 to Ventass Current Report on Form 8-K filed on June 13, 2005.                                                  
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.3.2          |  | Supplemental Indenture dated as of June 21, 2005 among the Guaranteeing Subsidiaries named therein, Ventas Realty and Ventas Capital, as Issuers, the other Guarantors named therein and U.S. Bank
National Association, as Trustee.                                                                                                                                                                                |  | Incorporated by reference to Exhibit 4.13 to Ventass Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.                                 
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.4.0          |  | Supplemental Indenture dated as of February 20, 2004 among the newly-acquired Restricted Subsidiaries listed in Anex A thereto, as Guaranteeing Subsidiaries, Ventas Realty and Ventas Capital, as
Issuers, Ventas, Inc. Ventas LP Realty, L.L.C., Ventas Healthcare Properties, Inc. and Ventas TRS, as Guarantors, and U.S. Bank National Associations, as Trustees, relating to the 9% Senior Notes due 2012.    |  | Incorporated by reference to Exhibit 4.6.4 to Ventass Annual Report on Form 10-K for the year ended December 31, 2003.                                  
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.5.1          |  | Indenture dated as of October 15, 2004, among Ventas Realty and Ventas Capital, as Issuers, the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 65/8% Senior Notes due 2014.                                                                                                                                                                                               |  | Incorporated by reference to Exhibit 4.1 to Ventass Current Report on Form 8-K filed on October 15, 2004.                                               



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##### Index to Financial Statements

|               |  |                                                                                                                                                                                                                                                                                                                                |  |                                                                                                                                                          
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Document                                                                                                                                                                                                                                                                                                        |  | Location of Document                                                                                                                                     
|4.5.2          |  | Supplemental Indenture dated as of December 15, 2004 among Ventas Framingham, LLC and Ventas Management, LLC, as Guaranteeing Subsidiaries, Ventas Realty and Ventas Capital, as Issuers, the
other Guarantors named therein and U.S. Bank National Association, as Trustee.                                                   |  | Incorporated by reference to Exhibit 4.1.2 to Amendment No. 1 to our Registration Statement on Form S-4, File No. 333-120642, filed on December 21, 2004.
|               |  |                                                                                                                                                                                                                                                                                                                               
|4.6.1          |  | Indenture dated as of June 7, 2005 among Ventas Realty, Ventas Capital, the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 71/8% Senior Notes due 2015.                                                                                                                              |  | Incorporated by reference to Exhibit 4.2 to Ventass Current Report on Form 8-K filed on June 13, 2005.                                                  
|               |  |                                                                                                                                                                                                                                                                                                                               
|4.6.2          |  | Supplemental Indenture dated as of June 21, 2005 among the Guaranteeing Subsidiaries named therein, Ventas Realty and Ventas Capital, as Issuers, the other Guarantors named therein and U.S. Bank
National Association, as Trustee.                                                                                           |  | Incorporated by reference to Exhibit 4.16 to Ventass Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.                                 
|               |  |                                                                                                                                                                                                                                                                                                                               
|4.7.1          |  | Indenture dated as of December 9, 2005 among Ventas Realty, Ventas Capital, the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 61/2% Senior Notes due 2016.                                                                                                                          |  | Incorporated by reference to Exhibit 4.1 to Ventass Current Report on Form 8-K filed on December 13, 2005.                                              
|               |  |                                                                                                                                                                                                                                                                                                                               
|4.7.2          |  | Supplemental Indenture dated as of December 21, 2005 among Ventas Finance I, Inc., Ventas Finance I, LLC, Ventas Specialty I, Inc. and Ventas Specialty I, LLC, as Guaranteeing Subsidiaries,
Ventas Realty and Ventas Capital, as Issuers, the other Guarantors named therein and U.S. Bank National Association, as Trustee. |  | Incorporated by reference to Exhibit 4.1.2 to our Registration Statement on Form S-4, File No. 333-131342.                                               
|               |  |                                                                                                                                                                                                                                                                                                                               
|4.7.3          |  | Schedule of Agreements Substantially Identical in All Material Respects to the agreements incorporated by reference as Exhibits 4.2, 4.3.2, 4.4, 4.5.2, 4.6.2 and 4.7.2 to this Annual Report on
Form 10-K, pursuant to Instruction 2 to Item 601 of Regulation S-K                                                            |  | Filed herewith.                                                                                                                                          
|               |  |                                                                                                                                                                                                                                                                                                                               
|4.8.1          |  | Indenture dated as of September 19, 2006 among Ventas, Inc., Ventas Realty and Ventas Capital, as Issuer(s), the Guarantors named therein and U.S. Bank National Association, as
Trustee.                                                                                                                                      |  | Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-3, File No. 333-133115.                                                 
|               |  |                                                                                                                                                                                                                                                                                                                               
|4.8.2          |  | First Supplemental Indenture dated as of September 19, 2006 Ventas, Inc., Ventas Realty and Ventas Capital, as Issuer(s), the Guarantors named therein and U.S. Bank National Association, as
Trustee, relating to the 63/4% Senior Notes due 2017.                                                                            |  | Incorporated by reference to Exhibit 4.2 to Ventass Current Report on Form 8-K, filed on September 22, 2006.                                            
|               |  |                                                                                                                                                                                                                                                                                                                               
|4.8.3          |  | Supplemental Indenture dated as of November 21, 2006 among the Guaranteeing Subsidiaries named therein, Ventas Realty and Ventas Capital, as Issuers, and the other Guarantors named
therein.                                                                                                                                  |  | Incorporated by reference to Exhibit 4.10.3 to Ventass Annual Report on Form 10-K for the year ended December 31, 2006.                                 
|               |  |                                                                                                                                                                                                                                                                                                                               
|4.9            |  | Indenture dated as of December 1, 2006 among Ventas, Inc., as Issuer, the Subsidiary Guarantors named therein, as Guarantors, and U.S. Bank National Association, as Trustee                                                                                                                                                   |  | Incorporated by reference to Exhibit 4.1 to Ventass Current Report on Form 8-K, filed on December 6, 2006.                                              
|               |  |                                                                                                                                                                                                                                                                                                                               
|10.1.1         |  | Option Agreement by and between D. Lee McCreary, Jr. and ElderTrust Operating Limited Partnership relating to interests in Vernon ALF, L.L.C.                                                                                                                                                                                  |  | Incorporated by reference to Exhibit 10.39 to ElderTrusts Annual Report on Form 10-K for the year ended December 31, 1999.                              
|               |  |                                                                                                                                                                                                                                                                                                                               
|10.1.2         |  | Assignment of Membership Interest, dated as of February 5, 2004, by and between D. Lee McCreary, Jr. and ElderTrust Operating Limited Partnership relating to interests in Vernon ALF,
L.L.C.                                                                                                                                  |  | Incorporated by reference to Exhibit 10.1.1.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.                                 
|               |  |                                                                                                                                                                                                                                                                                                                               
|10.2.1         |  | Form of Minimum Rent Lease between ElderTrust Operating Limited Partnership and a consolidated subsidiary of Genesis Health Ventures, Inc.                                                                                                                                                                                     |  | Incorporated by reference to Exhibit 10.22 to Amendment No. 4 to ElderTrusts Registration Statement on Form S-11 (File No. 333-37451).                  



58



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##### Index to Financial Statements

|               |  |                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                   
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Document                                                                                                                                                                                                                                                                   |  | Location of Document                                                                                                                                              
|10.2.2         |  | Form of Percentage Rent Lease between ElderTrust Operating Limited Partnership and a consolidated subsidiary of Genesis Health Ventures, Inc.                                                                                                                                             |  | Incorporated by reference to Exhibit 10.23 to Amendment No. 4 to ElderTrusts Registration Statement on Form S-11 (File No. 333-37451), filed on January 20, 1998.
|               |  |                                                                                                                                                                                                                                                                                          
|10.3.1         |  | Assignment of Partnership Interest and Second Amendment to Agreement of Limited Partnership of ET Sub-Meridian Limited Partnership, L.L.P., dated September 25, 2002, by and among Toughkenamon,
L.L.C., ElderTrust Operating Limited Partnership and ET Meridian General Partner, L.L.C. |  | Incorporated by reference to Exhibit 2.1 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                    
|               |  |                                                                                                                                                                                                                                                                                          
|10.3.2.1       |  | Option Agreement, dated as of September 25, 2002, by and between D. Lee McCreary, Jr. and ElderTrust Operating Limited Partnership relating to interests in Cabot ALF, L.L.C.                                                                                                             |  | Incorporated by reference to Exhibit 2.2 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                    
|               |  |                                                                                                                                                                                                                                                                                          
|10.3.2.2       |  | Assignment of Membership Interest, dated as of February 5, 2004, by and between D. Lee McCreary, Jr. and ElderTrust Operating Limited Partnership relating to interests in Cabot ALF,
L.L.C.                                                                                              |  | Incorporated by reference to Exhibit 10.3.2.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.                                          
|               |  |                                                                                                                                                                                                                                                                                          
|10.3.3.1       |  | Option Agreement, dated as of September 25, 2002, by and between D. Lee McCreary, Jr. and ElderTrust Operating Limited Partnership relating to interests in Cleveland ALF, L.L.C.                                                                                                         |  | Incorporated by reference to Exhibit 2.3 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                    
|               |  |                                                                                                                                                                                                                                                                                          
|10.3.3.2       |  | Assignment of Membership Interest, dated as of February 5, 2004, by and between D. Lee McCreary, Jr. and ElderTrust Operating Limited Partnership relating to interests in Cleveland ALF,
L.L.C.                                                                                          |  | Incorporated by reference to Exhibit 10.3.3.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.                                          
|               |  |                                                                                                                                                                                                                                                                                          
|10.3.4.1       |  | Purchase Option, dated as of November 30, 1993, by and among the sellers identified therein, Heritage Associates Limited Partnership and MHC Acquisition Corporation.                                                                                                                     |  | Incorporated by reference to Exhibit 99.7 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                   
|               |  |                                                                                                                                                                                                                                                                                          
|10.3.4.2       |  | Schedule of Omitted Meridian Purchase Options.                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 99.10 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                  
|               |  |                                                                                                                                                                                                                                                                                          
|10.3.4.3       |  | First Amendment to Option Agreement, dated September 3, 1998, by and among the sellers identified therein, Heritage Meridian Limited Partnership and MHC Acquisition Corporation.                                                                                                         |  | Incorporated by reference to Exhibit 99.8 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                   
|               |  |                                                                                                                                                                                                                                                                                          
|10.3.4.4       |  | Assignment of Option Agreement, dated September 3, 1998, between Meridian Healthcare, Inc. and ET Sub-Meridian Limited Partnership, L.L.P.                                                                                                                                                |  | Incorporated by reference to Exhibit 99.9 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                   
|               |  |                                                                                                                                                                                                                                                                                          
|10.3.5.1       |  | Lease Agreement, dated as of November 30, 1993, by and between Heritage Associates Limited Partnership and MHC Acquisition Corporation.                                                                                                                                                   |  | Incorporated by reference to Exhibit 99.1 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                   
|               |  |                                                                                                                                                                                                                                                                                          
|10.3.5.2       |  | Schedule of Omitted Meridian Lease Agreements.                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 99.6 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                   



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##### Index to Financial Statements

|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                                                                                                                   
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | Location of Document                                                                                                              
|10.3.5.3       |  | Amendment No. 1 to Lease Agreement, dated as of August 1, 1994, by and between Heritage Associates Limited Partnership and Meridian Healthcare, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 99.2 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                   
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.5.4       |  | Amendment No. 2 to Lease Agreement, dated as of August 1, 1994, by and between Heritage Associates Limited Partnership and Meridian Healthcare, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 99.3 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                   
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.5.5       |  | Amendment No. 3 to Lease Agreement, dated as of September 3, 1998, by and between Heritage Associates Limited Partnership and ET Sub-Meridian Limited Partnership, L.L.P.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | Incorporated by reference to Exhibit 99.4 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                   
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.5.6       |  | Assignment of Lease Agreement, dated as of September 3, 1998, by and between Heritage Associates Limited Partnership and ET Sub-Meridian Limited Partnership, L.L.P.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 99.5 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                   
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.6.1       |  | Sublease Agreement, dated September 3, 1998, by and between ET Sub-Meridian Limited Partnership, L.L.P., as Landlord, and Meridian Healthcare, Inc., as Tenant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | Incorporated by reference to Exhibit 99.11 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                  
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.6.2       |  | Schedule of Omitted Meridian Sublease Agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | Incorporated by reference to Exhibit 99.12 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                  
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.7         |  | Indemnification Consent and Acknowledgment Agreement, dated September 3, 1998, between ElderTrust Operating Limited Partnership and Genesis Health Ventures, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | Incorporated by reference to Exhibit 10.4 to ElderTrusts Current Report on Form 8-K filed on September 18, 1998.                 
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.8         |  | Guarantee Agreement, dated September 3, 1998, between ElderTrust Operating Limited Partnership and ET Sub-Meridian Limited Partnership, L.L.P. (f/k/a Meridian Healthcare, Inc.).                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | Incorporated by reference to Exhibit 10.5 to ElderTrusts Current Report on Form 8-K filed on September 18, 1998.                 
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.4           |  | Master Agreement, dated November 27, 2000, between The Multicare Companies, Inc., Berks Nursing Homes, Inc., Lehigh Nursing Homes, Inc., Delm Nursing, Inc. and Genesis Eldercare Corp. and
ElderTrust and ElderTrust Operating Limited Partnership.                                                                                                                                                                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 99.5 to ElderTrusts Current Report on Form 8-K filed on December 11, 2000.                  
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.5           |  | Master Agreement, dated November 27, 2000, between Genesis Health Ventures, Inc., Meridian Healthcare, Inc., Volusia Meridian Limited Partnership, Wyncote Healthcare Corp., Philadelphia Avenue
Associates and Geriatric and Medical Services, Inc., Geriatric and Medical Companies, Inc. and Edella Street Associates and ElderTrust, ElderTrust Operating Limited Partnership, ET Sub-Meridian Limited Partnership, L.L.P., ET Sub-Rittenhouse Limited
Partnership, L.L.P., ET Sub-Windsor I, L.L.C. and ET Sub-Windsor II, L.L.C., ET Sub-Phillipsburg I, L.L.C., ET Sub-Highgate, L.P. and ET Sub-Willowbrook Limited Partnership, L.L.P. |  | Incorporated by reference to Exhibit 99.4 to ElderTrusts Current Report on Form 8-K filed on December 11, 2000.                  
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.6.1         |  | Master Agreement, dated as of September 11, 2003, between Genesis Health Ventures, Inc. and ElderTrust Operating Limited Partnership, including exhibits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.



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##### Table of Contents

##### Index to Financial Statements

|          |  |                                                                                                                                                                                                                              |  |                                                                                                                                   
|--------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------
|10.6.2    |  | Conveyance and Transfer Agreement, dated September 11, 2003, between Meridian Healthcare, Inc., Genesis Healthcare Corporation, ElderTrust, ElderTrust Operating Limited Partnership and ET
Meridian General Partner, L.L.C. |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|          |  |                                                                                                                                                                                                                             
|10.6.3    |  | Conveyance and Transfer Agreement, dated September 11, 2003, between Edella Street Associates, Genesis Healthcare Corporation and ET Sub-Willowbrook Limited Partnership, L.L.P.                                             |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|          |  |                                                                                                                                                                                                                             
|10.6.4    |  | Conveyance and Transfer Agreement, dated September 11, 2003, between Geriatric and Medical Services, Inc., Genesis Healthcare Corporation and ET Sub-Rittenhouse Limited Partnership,
L.L.P.                                 |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|          |  |                                                                                                                                                                                                                             
|10.6.5    |  | Conveyance and Transfer Agreement, dated September 11, 2003, between Genesis Health Ventures of Wilkes-Barre, Inc., Genesis Healthcare Corporation and ET Sub-Riverview Ridge Limited Partnership,
L.L.P.                    |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|          |  |                                                                                                                                                                                                                             
|10.6.6    |  | Conveyance and Transfer Agreement, dated September 11, 2003, between Geriatric and Medical Services, Inc., Genesis Healthcare Corporation and ET Sub-Phillipsburg I, L.L.C.                                                  |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|          |  |                                                                                                                                                                                                                             
|10.6.7    |  | Conveyance and Transfer Agreement, dated September 11, 2003, between McKerley Health Care Centers, Inc., Genesis Healthcare Corporation and ET Sub-Pleasant View, L.L.C.                                                     |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|          |  |                                                                                                                                                                                                                             
|10.6.8.1  |  | Second Amendment to Lease Agreement (Berkshire), dated December 1, 2003, by and among ET Sub-Berkshire Limited Partnership and Assisted Living Associates of Berkshire, Inc.                                                 |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|          |  |                                                                                                                                                                                                                             
|10.6.8.2  |  | Lease Guaranty and Suretyship Agreement (Berkshire), dated December 1, 2003, by Genesis Healthcare Corporation in favor of ET Sub-Berkshire Limited Partnership.                                                             |  | Incorporated by reference to Exhibit 10.6.8.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.          
|          |  |                                                                                                                                                                                                                             
|10.6.9.1  |  | Third Amendment to Lease Agreement (Lehigh), dated December 1, 2003, by and among ET Sub-Lehigh Limited Partnership and Assisted Living Associates of Lehigh, Inc.                                                           |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|          |  |                                                                                                                                                                                                                             
|10.6.9.2  |  | Lease Guaranty and Suretyship Agreement (Lehigh), dated December 1, 2003, by Genesis Healthcare Corporation in favor of ET Sub-Lehigh Limited Partnership.                                                                   |  | Incorporated by reference to Exhibit 10.6.9.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.          
|          |  |                                                                                                                                                                                                                             
|10.6.10.1 |  | Second Amendment to Lease Agreement (Sanatoga), dated October 29, 2003, by and among ET Sub-Sanatoga Limited Partnership and Assisted Living Associates of Sanatoga, Inc.                                                    |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|          |  |                                                                                                                                                                                                                             
|10.6.10.2 |  | Lease Guaranty and Suretyship Agreement (Sanatoga), dated October 29, 2003, by Genesis Healthcare Corporation in favor of ET Sub-Sanatoga Limited Partnership.                                                               |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.



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##### Table of Contents

##### Index to Financial Statements

|          |  |                                                                                                                                                                                                                                                                                                             |  |                                                                                                                                   
|--------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------
|          |  |                                                                                                                                                                                                                                                                                                            
|10.6.11.1 |  | Second Amendment to Lease Agreement (Heritage Woods), dated October 29, 2003, by and among ET Sub-Heritage Woods, L.L.C. and Genesis Health Ventures of Massachusetts.                                                                                                                                      |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|          |  |                                                                                                                                                                                                                                                                                                            
|10.6.11.2 |  | Lease Guaranty and Suretyship Agreement (Heritage Woods), dated October 29, 2003, by Genesis Healthcare Corporation in favor of ET Sub-Heritage Woods, LLC.                                                                                                                                                 |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|          |  |                                                                                                                                                                                                                                                                                                            
|10.6.12.1 |  | Third Amendment to Lease Agreement (Highgate), dated December 1, 2003, by and among ET Sub-Highgate, L.P. and Geriatric and Medical Services, Inc.                                                                                                                                                          |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|          |  |                                                                                                                                                                                                                                                                                                            
|10.6.12.2 |  | Lease Guaranty and Suretyship Agreement (Highgate), dated December 1, 2003, by Genesis Healthcare Corporation in favor of ET Sub-Highgate, L.P.                                                                                                                                                             |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|          |  |                                                                                                                                                                                                                                                                                                            
|10.6.13.1 |  | Second Amendment to Lease Agreement (Lopatcong), dated December 1, 2003, by and among ET Sub-Lopatcong, L.L.C. and Geriatric and Medical Services, Inc.                                                                                                                                                     |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|          |  |                                                                                                                                                                                                                                                                                                            
|10.6.13.2 |  | Lease Guaranty and Suretyship Agreement (Lopatcong), dated December 1, 2003, by Genesis Healthcare Corporation in favor of ET Sub-Lopatcong, L.L.C.                                                                                                                                                         |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|          |  |                                                                                                                                                                                                                                                                                                            
|10.7.1    |  | OP Contribution Agreement dated as of April 12, 2005 among Ventas, the Partnership and Darryl W. Copeland, Jr.                                                                                                                                                                                              |  | Incorporated by reference to Exhibit 10.1 to Ventass Current Report on Form 8-K filed on April 14, 2005.                         
|          |  |                                                                                                                                                                                                                                                                                                            
|10.7.2    |  | Schedule of Agreements Substantially Identical in all Material Respects to the Agreement incorporated by reference as Exhibit 10.7.1 to this Annual Report on Form 10-K, pursuant to Instruction 2
to Item 601 of Regulation S-K.                                                                           |  | Incorporated by reference to Exhibit 10.2 to Ventass Current Report on Form 8-K filed on April 14, 2005.                         
|          |  |                                                                                                                                                                                                                                                                                                            
|10.8      |  | Credit and Guaranty Agreement dated as of April 26, 2006 among Ventas Realty, Limited Partnership, as borrower, Ventas, Inc. and the other guarantors named therein, as guarantors, Bank of
America, N.A., as Administrative Agent, Issuing Bank and Swing Line Lender, and the lenders identified therein. |  | Incorporated by reference to Exhibit 10.1 to Ventass Current Report on Form 8-K filed on May 2, 2006.                            
|          |  |                                                                                                                                                                                                                                                                                                            
|21        |  | Subsidiaries of ElderTrust Operating Limited Partnership.                                                                                                                                                                                                                                                   |  | Filed herewith.                                                                                                                   
|          |  |                                                                                                                                                                                                                                                                                                            
|23        |  | Consent of Ernst & Young LLP.                                                                                                                                                                                                                                                                               |  | Filed herewith.                                                                                                                   
|          |  |                                                                                                                                                                                                                                                                                                            
|31.1      |  | Certification of Debra A. Cafaro, President and Chief Executive Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, pursuant to Rule 13a-14(a) under the Exchange
Act.                                                                                                      |  | Filed herewith.                                                                                                                   
|          |  |                                                                                                                                                                                                                                                                                                            
|31.2      |  | Certification of Richard A. Schweinhart, Chief Financial Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, pursuant to Rule 13a-14(a) under the Exchange
Act.                                                                                                             |  | Filed herewith.                                                                                                                   
|          |  |                                                                                                                                                                                                                                                                                                            
|32.1      |  | Certification of Debra A. Cafaro, President and Chief                                                                                                                                                                                                                                                       |  | Filed herewith.                                                                                                                   



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##### Index to Financial Statements

|     |  |                                                                                                                                                                                                                    |  |                
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------
|     |  |                                                                                                                                                                                                                   
|     |  | Executive Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. 1350.                                                |  |                
|     |  |                                                                                                                                                                                                                   
|32.2 |  | Certification of Richard A. Schweinhart, Chief Financial Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, pursuant to Rule 13a-14(b) under the Exchange Act and
18 U.S.C. 1350. |  | Filed herewith.



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