SUPPLEMENTAL INDENTURE




 EXHIBIT 4.5.5 
  
 SUPPLEMENTAL INDENTURE 
  
 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 15, 2004, by and among Ventas
Framingham, LLC, a Delaware limited liability company, and Ventas Management, LLC, a Delaware limited liability company (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), Ventas
Realty, Limited Partnership, a Delaware limited partnership, and Ventas Capital Corporation, a Delaware corporation (collectively, the “Issuers”), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank
National Association, as trustee under the Indenture referred to herein (the “Trustee”). 
  
 W I T N E S S E T H 
  
 WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an Indenture dated as of April 17, 2002, as supplemented by the Supplemental Indenture dated as of October 11, 2002, the Supplemental
Indenture dated as of November 25, 2002, the Supplemental Indenture dated as of February 20, 2004 and the Supplemental Indenture dated as of June 1, 2004 (as so supplemented, the “Indenture”), providing for the issuance of 9% Senior
Notes due 2012 (the “Notes”); 
  
 WHEREAS, the
Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’
Obligations (as defined in the Indenture) under the Notes and the Indenture on the terms and conditions set forth herein (a “Note Guarantee”); and 
  
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental
Indenture. 
  
 NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

  
 1. CAPITALIZED TERMS.
Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 
  
 2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees as follows: 
  
 (a) Subject to Article 10 of the Indenture, such
Guaranteeing Subsidiary hereby, jointly and severally with all other Guarantors, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the
validity and enforceability of the Indenture, the Notes or the obligations of the Issuers thereunder, that: 
  
 (i) the principal of, and premium and Liquidated Damages, if any, and interest on the Notes will be promptly paid in full when due,
whether at maturity, 









 
by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of
the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 
  
 (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations,
that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. 
  
 Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason,
the Guarantors shall be jointly and severally obligated to pay the same immediately. 
  
 (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the
Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any
other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor, other than payment in full of all obligations under the Notes. 
  
 (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever. 
  
 (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained
in the Notes and the Indenture, and such Guaranteeing Subsidiary hereby accepts all obligations of a Guarantor under the Indenture. 
  
 (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force
and effect. 
  
 (f) Such Guaranteeing Subsidiary
shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. 
  
 (g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the
maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in
respect of the obligations guaranteed hereby, and (2) in the event of any 

  

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declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. 
  
 (h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not
impair the rights of the Holders under the Note Guarantees. 
  
 (i) In accordance with Section 10.02 of the Indenture, after giving effect to any maximum amount and all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or
fraudulent conveyance law, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of
the Indenture, this Note Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Note Guarantee will not constitute a fraudulent transfer or conveyance. 
  
 3. EXECUTION AND DELIVERY. Each
Guaranteeing Subsidiary agrees that this Note Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 
  
 4. GUARANTEEING SUBSIDIARIES MAY CONSOLIDATE,
ETC. ON CERTAIN TERMS. 
  
 (a) No Guaranteeing Subsidiary may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge
with or into (whether or not such Guaranteeing Subsidiary is the surviving Person) another Person, other than the Issuers or another Guarantor unless: 
  
 (i) immediately after giving effect to that transaction, no Default or Event of Default exists; and 
  
 (ii) subject to Section 10.05 of the Indenture, the
Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all of the obligations of that Guaranteeing Subsidiary under the Indenture, this Note Guarantee and the
Registration Rights Agreement pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee. 
  
 (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of this Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by
the Guaranteeing Subsidiary, such successor Person shall succeed to and be substituted for the Guaranteeing Subsidiary with the same effect as if it had been named herein as a Guaranteeing Subsidiary. Such successor Person thereupon may cause to be
signed any or all of the Note Guarantees to 

  

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be endorsed upon all of the Notes issuable under the Indenture which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All
the Note Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such Note Guarantees
had been issued at the date of the execution hereof. 
  
 (c) Except as set forth in Articles 4 and 5 and Section 10.05 of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or
merger of a Guaranteeing Subsidiary with or into the Issuers or another Guarantor, or shall prevent any sale or conveyance of the property of a Guaranteeing Subsidiary as an entirety or substantially as an entirety to the Issuers or another
Guarantor. 
  
 5. RELEASES. 
  
 (a) The Note Guarantee of a Guaranteeing Subsidiary shall be
released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of a Guaranteeing Subsidiary under those circumstances specified in the Indenture shall not be required to assume the obligations of such
Guaranteeing Subsidiary, in each case in accordance with the provisions of Section 10.05 of the Indenture. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel stating that the provisions of
Section 10.05 of the Indenture have been complied with, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guaranteeing Subsidiary from its obligations under this Note Guarantee. 
  
 (b) Any Guaranteeing Subsidiary not released from its
obligations under this Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture. 

 
 6. NO RECOURSE AGAINST
OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of any Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Issuers or any Guaranteeing Subsidiary
under the Notes, this Note Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all
such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is
against public policy. 
  
 7. NEW YORK LAW TO GOVERN. THE INTERNAL
LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND NOTE GUARANTEE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY. 
  

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 8. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement. 
  
 9. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 
  
 10. THE TRUSTEE. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and
the Issuers. 
  

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

			
	 GUARANTEEING SUBSIDIARIES:

	
	 VENTAS FRAMINGHAM, LLC

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Executive Vice President, General

	 	 	 Counsel and Secretary

	
	 VENTAS MANAGEMENT, LLC

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Executive Vice President, General

	 	 	 Counsel and Secretary

	
	 ISSUERS:

	
	 VENTAS REALTY, LIMITED PARTNERSHIP

		
	 By:
	 	 VENTAS, INC., its General Partner

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Executive Vice President,

	 	 	 General Counsel and

	 	 	 Corporate Secretary

	
	 VENTAS CAPITAL CORPORATION

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Executive Vice President,

	 	 	 General Counsel and Corporate

	 	 	 Secretary



  

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	 EXISTING GUARANTORS:

	
	 VENTAS, INC.

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Executive Vice President,

	 	 	 General Counsel and Corporate

	 	 	 Secretary

	
	 VENTAS LP REALTY, L.L.C.

		
	 By:
	 	 VENTAS, INC., its Sole Member

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Executive Vice President,

	 	 	 General Counsel and

	 	 	 Corporate Secretary

	
	 VENTAS HEALTHCARE PROPERTIES, INC.

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Executive Vice President,

	 	 	 General Counsel and Corporate

	 	 	 Secretary

	
	 VENTAS TRS, LLC

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Executive Vice President

	
	 ELDERTRUST

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary



  

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	 ELDERTRUST OPERATING LIMITED
PARTNERSHIP

		
	 By:
	 	 ELDERTRUST, its General Partner

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary

	
	 ET CAPITAL CORP.

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary

	
	 ET SUB-BERKSHIRE LIMITED PARTNERSHIP

		
	 By:
	 	 ET BERKSHIRE, LLC, its General Partner

	 By:
	 	 ELDERTRUST OPERATING LIMITED

	 	 	 PARTNERSHIP,

	 its Sole Member

	 By:
	 	 ELDERTRUST, its General Partner

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary

	
	 ET BERKSHIRE, LLC

		
	 By:
	 	 ELDERTRUST OPERATING LIMITED

	 	 	 PARTNERSHIP,

	 its Sole Member

	 By:
	 	 ELDERTRUST, its General Partner

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary



  

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	 CABOT ALF, L.L.C.

		
	 By:
	 	 ELDERTRUST OPERATING LIMITED

	 	 	 PARTNERSHIP,

	 its Sole Member

	 By:
	 	 ELDERTRUST, its General Partner

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary

	
	 CLEVELAND ALF, L.L.C.

		
	 By:
	 	 ELDERTRUST OPERATING LIMITED

	 	 	 PARTNERSHIP,

	 its Sole Member

	 By:
	 	 ELDERTRUST, its General Partner

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary

	
	 ET SUB-HERITAGE WOODS, L.L.C.

		
	 By:
	 	 ELDERTRUST OPERATING LIMITED

	 	 	 PARTNERSHIP,

	 its Sole Member

	 By:
	 	 ELDERTRUST, its General Partner

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary

	
	 ET SUB-HIGHGATE, L.P.

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

	 By:
	 	 ELDERTRUST OPERATING LIMITED

	 	 	 PARTNERSHIP,

	 its Sole Member

	 By:
	 	 ELDERTRUST, its General Partner

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary



  

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	 ET GENPAR, L.L.C.

		
	 By:
	 	 ELDERTRUST OPERATING LIMITED

	 	 	 PARTNERSHIP,

	 its Sole Member

	 By:
	 	 ELDERTRUST, its General Partner

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary

	
	 ET SUB-LACEY I, L.L.C.

		
	 By:
	 	 ELDERTRUST OPERATING LIMITED

	 	 	 PARTNERSHIP,

	 its Sole Member

	 By:
	 	 ELDERTRUST, its General Partner

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary

	
	 ET SUB-LEHIGH LIMITED PARTNERSHIP

		
	 By:
	 	 ET LEHIGH, LLC, its General Partner

		
	 By:
	 	 ELDERTRUST OPERATING LIMITED

	 	 	 PARTNERSHIP,

	 its Sole Member

	 By:
	 	 ELDERTRUST, its General Partner

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary

	
	 ET LEHIGH, LLC

		
	 By:
	 	 ELDERTRUST OPERATING LIMITED

	 	 	 PARTNERSHIP,

	 its Sole Member

	 By:
	 	 ELDERTRUST, its General Partner

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary



  

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	 ET SUB-LOPATCONG, L.L.C.

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary

	
	 ET SUB-PENNSBURG MANOR LIMITED
PARTNERSHIP,
 L.L.P.

		
	 By:
	 	 ET PENNSBURG FINANCE, L.L.C., its
 General Partner

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary

	
	 ET PENNSBURG FINANCE, L.L.C.

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary

	
	 ET SUB-PHILLIPSBURG I, L.L.C.

		
	 By:
	 	 ELDERTRUST OPERATING LIMITED

	 	 	 PARTNERSHIP,

	 its Sole Member

	 By:
	 	 ELDERTRUST, its General Partner

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary

	
	 ET SUB-PLEASANT VIEW, L.L.C.

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary



  

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	 ET SUB-RITTENHOUSE LIMITED PARTNERSHIP, L.L.P.

		
	 By:
	 	 GENPAR, L.L.C., its General Partner

	 By:
	 	 ELDERTRUST OPERATING LIMITED

	 	 	 PARTNERSHIP,

	 its Sole Member

	 By:
	 	 ELDERTRUST, its General Partner

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary

	
	 ET SUB-RIVERVIEW RIDGE LIMITED PARTNERSHIP,
L.L.P.

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

	 By:
	 	 ELDERTRUST OPERATING LIMITED

	 	 	 PARTNERSHIP,

	 its Sole Member

	 By:
	 	 ELDERTRUST, its General Partner

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary

	
	 ET SUB-SANATOGA LIMITED PARTNERSHIP

		
	 By:
	 	 ET SANATOGA, LLC, its General Partner

	 By:
	 	 ELDERTRUST OPERATING LIMITED

	 	 	 PARTNERSHIP,

	 its Sole Member

	 By:
	 	 ELDERTRUST, its General Partner

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary



  

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	 ET SANATOGA, LLC

		
	 By:
	 	 ELDERTRUST OPERATING LIMITED

	 	 	 PARTNERSHIP,

	 its Sole Member

	 By:
	 	 ELDERTRUST, its General Partner

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary

	
	 ET SUB-SMOB, L.L.C.

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary

	
	 VERNON ALF, L.L.C.

		
	 By:
	 	 ELDERTRUST OPERATING LIMITED

	 	 	 PARTNERSHIP,

	 its Sole Member

	 By:
	 	 ELDERTRUST, its General Partner

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary

	
	 ET SUB-WILLOWBROOK LIMITED PARTNERSHIP, L.L.P.

		
	 By:
	 	 GENPAR, L.L.C., its General Partner

	 By:
	 	 ELDERTRUST OPERATING LIMITED

	 	 	 PARTNERSHIP,

	 its Sole Member

	 By:
	 	 ELDERTRUST, its General Partner

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary



  

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	 ET SUB-WAYNE I LIMITED PARTNERSHIP, L.L.P.

		
	 By:
	 	 ET WAYNE FINANCE, L.L.C., its General Partner

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary

	
	 ET WAYNE FINANCE, L.L.C.

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Secretary

	
	 ET WAYNE FINANCE, INC.

		
	 By:
	 	 /s/ T. Richard Riney


	 Name:
	 	 T. Richard Riney

	 Title:
	 	 Chairman, Executive Vice President and Secretary



  
  

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	 TRUSTEE:

	
	 U.S. BANK NATIONAL ASSOCIATION

		
	 By:
	 	 /s/ Robert T. Jones


	 Name:
	 	 Robert T. Jones

	 Title:
	 	 Vice President & Trust Officer



  

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