Indenture, dated as of December 9, 2005



 Exhibit 4.1 
  

  
 Ventas Realty, Limited Partnership, 
  
 Ventas Capital
Corporation 
  
 and each of the Guarantors named herein 

 
 SERIES A AND SERIES B 
 6 1/2% SENIOR NOTES DUE 2016 
  

  
 INDENTURE 
  
 Dated as of December 9, 2005 
  

  
 U.S. Bank National Association, 
  
 Trustee 
  

  










 CROSS-REFERENCE TABLE* 
  

			
	 Trust Indenture Act Section

	  	Indenture
Section


	 310(a)(1)
	  	7.10
	       (a)(2)
	  	7.10
	       (a)(3)
	  	N.A.
	       (a)(4)
	  	N.A.
	       (a)(5)
	  	7.10
	       (b)
	  	7.10
	       (c)
	  	N.A.
	 311(a)
	  	7.11
	       (b)
	  	7.11
	       (c)
	  	N.A.
	 312(a)
	  	2.05
	       (b)
	  	12.03
	       (c)
	  	12.03
	 313(a)
	  	7.06
	       (b)(2)
	  	7.06; 7.07
	       (c)
	  	7.06; 12.02
	       (d)
	  	7.06
	 314(a)
	  	4.03; 12.02;
12.05
	       (c)(1)
	  	12.04
	       (c)(2)
	  	12.04
	       (c)(3)
	  	N.A.
	       (e)
	  	12.05
	       (f)
	  	N.A.
	 315(a)
	  	7.01
	       (b)
	  	7.05; 12.02
	       (c)
	  	7.01
	       (d)
	  	7.01
	       (e)
	  	6.11
	 316(a) (last sentence)
	  	2.09
	       (a)(1)(A)
	  	6.05
	       (a)(1)(B)
	  	6.04
	       (a)(2)
	  	N.A.
	       (b)
	  	6.07
	       (c)
	  	2.12
	 317(a)(1)
	  	6.08
	       (a)(2)
	  	6.09
	       (b)
	  	2.04
	 318(a)
	  	12.01
	       (b)
	  	N.A.
	       (c)
	  	12.01

  
 N.A. means not applicable. 

 

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










 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page


	ARTICLE 1
	DEFINITIONS AND INCORPORATION BY REFERENCE
			
	 Section 1.01
	  	Definitions	  	6
	 Section 1.02
	  	Other Definitions	  	30
	 Section 1.03
	  	Incorporation by Reference of Trust Indenture Act	  	30
	 Section 1.04
	  	Rules of Construction	  	31
	
	ARTICLE 2
	THE NOTES
			
	 Section 2.01
	  	Form and Dating	  	31
	 Section 2.02
	  	Execution and Authentication	  	32
	 Section 2.03
	  	Registrar and Paying Agent	  	33
	 Section 2.04
	  	Paying Agent to Hold Money in Trust	  	33
	 Section 2.05
	  	Holder Lists	  	34
	 Section 2.06
	  	Transfer and Exchange	  	34
	 Section 2.07
	  	Replacement Notes	  	49
	 Section 2.08
	  	Outstanding Notes	  	49
	 Section 2.09
	  	Treasury Notes	  	49
	 Section 2.10
	  	Temporary Notes	  	50
	 Section 2.11
	  	Cancellation	  	50
	 Section 2.12
	  	Defaulted Interest	  	50
	
	ARTICLE 3
	REDEMPTION AND PREPAYMENT
			
	 Section 3.01
	  	Notices to Trustee	  	51
	 Section 3.02
	  	Selection of Notes to Be Redeemed	  	51
	 Section 3.03
	  	Notice of Redemption	  	52
	 Section 3.04
	  	Effect of Notice of Redemption	  	53
	 Section 3.05
	  	Deposit of Redemption or Purchase Price	  	53
	 Section 3.06
	  	Notes Redeemed or Purchased in Part	  	53
	 Section 3.07
	  	Optional Redemption	  	53
	 Section 3.08
	  	Mandatory Redemption	  	54
	 Section 3.09
	  	Offer to Purchase by Application of Excess Proceeds	  	55

  

 i 









					
	ARTICLE 4
	COVENANTS
			
	 Section 4.01
	  	Payment of Notes	  	57
	 Section 4.02
	  	Maintenance of Office or Agency	  	57
	 Section 4.03
	  	Reports	  	58
	 Section 4.04
	  	Compliance Certificate	  	59
	 Section 4.05
	  	Taxes	  	60
	 Section 4.06
	  	Stay, Extension and Usury Laws	  	60
	 Section 4.07
	  	Restricted Payments	  	60
	 Section 4.08
	  	Dividend and Other Payment Restrictions Affecting Subsidiaries	  	63
	 Section 4.09
	  	Incurrence of Debt	  	65
	 Section 4.10
	  	Maintenance of Total Unencumbered Assets	  	66
	 Section 4.11
	  	Asset Sales	  	67
	 Section 4.12
	  	Transactions with Affiliates	  	69
	 Section 4.13
	  	Corporate Existence	  	70
	 Section 4.14
	  	Offer to Repurchase Upon Change of Control	  	70
	 Section 4.15
	  	Payments for Consent	  	72
	 Section 4.16
	  	Additional Note Guarantees	  	73
	 Section 4.17
	  	Ventas Capital Corporation	  	73
	 Section 4.18
	  	Designation of Restricted and Unrestricted Subsidiaries	  	73
	 Section 4.19
	  	Changes in Covenants When Notes Graded Investment Grade	  	74
	
	ARTICLE 5
	SUCCESSORS
			
	 Section 5.01
	  	Merger, Consolidation, or Sale of Assets	  	76
	 Section 5.02
	  	Successor Corporation Substituted	  	77
	
	ARTICLE 6
	DEFAULTS AND REMEDIES
			
	 Section 6.01
	  	Events of Default	  	77
	 Section 6.02
	  	Acceleration	  	79
	 Section 6.03
	  	Other Remedies	  	79
	 Section 6.04
	  	Waiver of Past Defaults	  	80
	 Section 6.05
	  	Control by Majority	  	80
	 Section 6.06
	  	Limitation on Suits	  	80
	 Section 6.07
	  	Rights of Holders of Notes to Receive Payment	  	81
	 Section 6.08
	  	Collection Suit by Trustee	  	81
	 Section 6.09
	  	Trustee May File Proofs of Claim	  	81
	 Section 6.10
	  	Priorities	  	82
	 Section 6.11
	  	Undertaking for Costs	  	82

  

 ii 









					
	ARTICLE 7
	TRUSTEE
			
	 Section 7.01
	  	Duties of Trustee	  	82
	 Section 7.02
	  	Rights of Trustee	  	84
	 Section 7.03
	  	Individual Rights of Trustee	  	84
	 Section 7.04
	  	Trustee’s Disclaimer	  	85
	 Section 7.05
	  	Notice of Defaults	  	85
	 Section 7.06
	  	Reports by Trustee to Holders of the Notes	  	85
	 Section 7.07
	  	Compensation and Indemnity	  	85
	 Section 7.08
	  	Replacement of Trustee	  	86
	 Section 7.09
	  	Successor Trustee by Merger, etc.	  	88
	 Section 7.10
	  	Eligibility; Disqualification	  	88
	 Section 7.11
	  	Preferential Collection of Claims Against Issuers	  	88
	
	ARTICLE 8
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
			
	 Section 8.01
	  	Option to Effect Legal Defeasance or Covenant Defeasance	  	88
	 Section 8.02
	  	Legal Defeasance and Discharge	  	88
	 Section 8.03
	  	Covenant Defeasance	  	89
	 Section 8.04
	  	Conditions to Legal or Covenant Defeasance	  	90
	 Section 8.05
	  	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	  	91
	 Section 8.06
	  	Repayment to Issuers	  	92
	 Section 8.07
	  	Reinstatement	  	92
	
	ARTICLE 9
	AMENDMENT, SUPPLEMENT AND WAIVER
			
	 Section 9.01.
	  	Without Consent of Holders of Notes	  	93
	 Section 9.02
	  	With Consent of Holders of Notes	  	93
	 Section 9.03
	  	Compliance with Trust Indenture Act	  	95
	 Section 9.04
	  	Revocation and Effect of Consents	  	95
	 Section 9.05
	  	Notation on or Exchange of Notes	  	95
	 Section 9.06
	  	Trustee to Sign Amendments, etc.	  	95
	
	ARTICLE 10
	NOTE GUARANTEES
			
	 Section 10.01
	  	Note Guarantee	  	96
	 Section 10.02
	  	Limitation on Guarantor Liability	  	97
	 Section 10.03
	  	Execution and Delivery of Note Guarantee	  	97
	 Section 10.04
	  	Guarantors May Consolidate, etc., on Certain Terms	  	98

  

 iii 









					
	 Section 10.05
	  	Releases Following Sale of Assets	  	99
	 Section 10.06
	  	Releases Following Investment Grade Ratings	  	100
	
	ARTICLE 11
	SATISFACTION AND DISCHARGE
			
	 Section 11.01
	  	Satisfaction and Discharge	  	100
	 Section 11.02
	  	Application of Trust Money	  	101
	
	ARTICLE 12
	MISCELLANEOUS
			
	 Section 12.01
	  	Trust Indenture Act Controls	  	102
	 Section 12.02
	  	Notices	  	102
	 Section 12.03
	  	Communication by Holders of Notes with Other Holders of Notes	  	103
	 Section 12.04
	  	Certificate and Opinion as to Conditions Precedent	  	103
	 Section 12.05
	  	Statements Required in Certificate or Opinion	  	104
	 Section 12.06
	  	Rules by Trustee and Agents	  	104
	 Section 12.07
	  	No Personal Liability of Directors, Officers, Employees and Stockholders	  	104
	 Section 12.08
	  	Governing Law	  	105
	 Section 12.09
	  	No Adverse Interpretation of Other Agreements	  	105
	 Section 12.10
	  	Successors	  	105
	 Section 12.11
	  	Severability	  	105
	 Section 12.12
	  	Counterpart Originals	  	105
	 Section 12.13
	  	Table of Contents, Headings, etc.	  	105

  

 iv 








 SCHEDULES 
  

			
	 Schedule I
	  	REAL ESTATE REVENUES
	 Schedule II
	  	GUARANTORS

  
 EXHIBITS 
  

			
	 Exhibit A
	  	FORM OF NOTE
	 Exhibit B
	  	FORM OF CERTIFICATE OF TRANSFER
	 Exhibit C
	  	FORM OF CERTIFICATE OF EXCHANGE
	 Exhibit D
	  	FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
	 Exhibit E
	  	FORM OF NOTE GUARANTEE
	 Exhibit F
	  	FORM OF SUPPLEMENTAL INDENTURE

  

 v 








 INDENTURE dated as of December 9, 2005 among Ventas Realty, Limited Partnership, a Delaware limited
partnership and Ventas Capital Corporation, a Delaware corporation (collectively, the “Issuers”), the Guarantors (as defined) and U.S. Bank National Association, as trustee (the “Trustee”). 
  
 The Issuers, the Guarantors and the Trustee agree as follows for the benefit
of each other and for the equal and ratable benefit of the Holders (as defined) of the 6 1/2% Senior Notes due 2016 (the “Series A Notes”) and the 6 1/2% Series B Notes due 2016 (the “Series B Notes” and, together
with the Series A Notes, the “Notes”), to be issued in exchange for the Series A Notes pursuant to the Registration Rights Agreement (as defined herein): 
  
 ARTICLE 1 
  
 DEFINITIONS AND INCORPORATION BY REFERENCE 
  
 Section 1.01 Definitions. 
  
 “Acquired Debt” means Debt of a Person (1) existing at the time such Person becomes a Subsidiary or (2) assumed
in connection with the acquisition of assets from such Person, in each case, other than Debt incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired Debt is deemed to be incurred on the
date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary. 
  
 “Additional Notes” means Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.02 and 4.09
hereof. 
  
 “Adjusted Book Value” means, as of
any date (a) with respect to any (i) Real Estate Asset that was owned as of April 17, 2002 and continued to be owned as of such date of determination by Ventas, Inc. or any of its Restricted Subsidiaries and
(ii) Reacquired Qualified CMBS Real Estate Assets, in each case, (1) the Real Estate Revenues specified for such Real Estate Asset on Schedule I attached hereto, divided by 0.0925, plus (2) any annualized
incremental rental revenue generated by such Real Estate Asset as a result of, arising out of or in connection with the Kindred Reset Right of the Partnership with respect to such Real Estate Asset (whether by agreement or exercise of such right or
otherwise), divided by 0.0925, (b) with respect to any Real Estate Assets acquired after April 17, 2002 that are owned by Ventas, Inc. or any of its Restricted Subsidiaries as of such date of determination (other than Reacquired
Qualified CMBS Real Estate Assets), the cost (original cost plus capital improvements, before depreciation and amortization) of such Real Estate Asset and (c) with respect to all other assets as of any date of determination, the book
value of such asset as of such date, in each case on a consolidated basis determined in accordance with GAAP. For the purpose of clause (2)

  

 6 








 
of this definition, “annualized incremental rental revenue” in respect of a Real Estate Asset shall mean the increase in daily rental revenue
generated by such Real Estate Asset as a result of, arising out of or in connection with the Kindred Reset Right (whether by agreement or exercise of such right or otherwise) over the daily rental revenue generated by such Real Estate Asset
immediately prior to the effective date of such increase, annualized by multiplying such daily increase by 365. 
  
 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control
with” have correlative meanings. No Person (other than Ventas, Inc. or any of its Restricted Subsidiaries) in whom a special purpose entity makes an Investment in connection with a Qualified CMBS Transaction will be deemed to be an Affiliate of
Ventas, Inc. or any of its Restricted Subsidiaries solely by reason of such Investment. 
  
 “Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent. 
  
 “Annual Debt Service” as of any date means the amount which was expensed in the four consecutive fiscal quarters ending on the most
recent Measurement Date for interest on Debt of Ventas, Inc. and its Restricted Subsidiaries excluding (1) amortization of debt discount and deferred financing cost, (2) all gains and losses associated with the unwinding or
break-funding of interest rate swap agreements, (3) the impact of that certain interest rate cap agreement between the Partnership and Bank of America, N.A., dated December 11, 2001, (4) the write-off of unamortized
deferred financing fees, (5) prepayment fees, premiums and penalties and (6) non-cash swap ineffectiveness charges. 
  
 “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange. 
  
 “Asset Sale” means: 
  
 (1) the sale, lease, conveyance or other disposition by Ventas, Inc. or any of its Restricted Subsidiaries of any assets, other than
leases of Real Estates Assets and sales of products and services, in each case, in the ordinary course of business consistent with past practices; provided, however that the sale, conveyance or other disposition of all or substantially
all of the assets of Ventas, Inc. or any of its Restricted Subsidiaries taken as a whole will be governed by Section 4.14 and/or Article 5 and not by Section 4.11; and 
  

 7 








 (2) the issuance of Equity Interests by any of Ventas, Inc.’s Restricted
Subsidiaries or the sale of Equity Interests in any of Ventas, Inc.’s Restricted Subsidiaries; 
  
 Notwithstanding the preceding, the following items will not be deemed to be Asset Sales: 
  
 (1) any single transaction or series of related transactions that involves assets having a Fair Market Value
of less than $10.0 million; 
  
 (2) a transfer of
assets between or among Ventas, Inc. or any of its Restricted Subsidiaries (other than any Permitted Joint Ventures); 
  
 (3) an issuance of Equity Interests by a Restricted Subsidiary to Ventas, Inc. or to another Restricted Subsidiary; 
  
 (4) the sale, lease or other disposition of equipment,
inventory, accounts receivable or other assets in the ordinary course of business; 
  
 (5) the sale or other disposition of cash or Cash Equivalents; 
  
 (6) a Restricted Payment that is permitted by Section 4.07 hereof or any Permitted Investment;

  
 (7) any Asset Swap; 
  
 (8) any issuance of Equity Interests (other than
Disqualified Stock) by the Partnership in order to acquire assets that are used or useful in a Permitted Business; and 
  
 (9) any sale, transfer, conveyance or other disposition of assets of the type specified in the definition of “Qualified CMBS
Transaction” to an Unrestricted Subsidiary for the Fair Market Value thereof, including cash received at the time of such sale, transfer, conveyance or disposition in an amount at least equal to 65% of the Adjusted Book Value thereof as
determined in accordance with GAAP. 
  
 “Asset
Swap” means an exchange by Ventas, Inc. or any of its Restricted Subsidiaries of property or assets for property or assets of another Person; provided, however, that (i) Ventas, Inc. or the applicable Restricted
Subsidiary, as the case may be, receives consideration at the time of such exchange at least equal to the Fair Market Value of the assets or other property sold, issued or otherwise disposed of (as evidenced by a resolution of Ventas, Inc.’s or
such Restricted Subsidiaries’ Board of Directors set forth in an Officers’ Certificate delivered to the Trustee), and (ii) at least 75% of the consideration for such exchange constitutes assets or other property of a kind
usable by 

  

 8 








 
Ventas, Inc. or any of its Restricted Subsidiaries in a Permitted Business; provided, however that any consideration not constituting assets or
property of a kind usable by Ventas, Inc. or any of its Restricted Subsidiaries in a Permitted Business received by Ventas, Inc. or any of its Restricted Subsidiaries in connection with any exchange permitted to be consummated pursuant to
Section 4.11 hereof shall constitute Net Proceeds subject to the provisions of Section 4.11 hereof. 
  
 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. 
  
 “Board of Directors” means: 
  
 (1) with respect to a corporation, the Board of Directors of
the corporation; 
  
 (2) with respect to a
partnership, the Board of Directors of the general partner of the partnership or the board or committee of the general partner of the partnership serving a similar function; and 
  
 (3) with respect to any other Person, the board or committee of such Person serving a similar function.

  
 “Broker-Dealer” has the meaning set forth in
the Registration Rights Agreement. 
  
 “Business
Day” means any day other than a Saturday or Sunday or a day on which banking institutions in The City of New York are required or authorized to close. 
  

“Capital Stock” means, with respect to any entity, any capital stock (including preferred stock), shares, interests, participation or
other ownership interests (however designated) of such entity and any rights (other than debt securities convertible into or exchangeable for capital stock), warrants or options to purchase any thereof; provided, however, that leases
of real property that provide for contingent rent based on the financial performance of the tenant shall not be deemed to be Capital Stock. 
  
 “Capitalized Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital
lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP. 
  
 “Cash Equivalents” means demand deposits, certificates of deposit or repurchase agreements with banks or financial institutions,
marketable obligations of the United States of America or any of its agencies or instrumentalities, or any commercial paper or other obligation rated, at time of purchase, “P-2” or better by Moody’s or “A-2” or better by
S&P and repurchase obligations with a term of not more than 10 days for underlying 

  

 9 








 
securities supported by the full faith and credit of the United States of America, and money market funds substantially all of whose investments constitute
Cash Equivalents. 
  
 “Clearstream” means
Clearstream Banking, S.A. 
  
 “Change of Control”
means (i) such time as any “person” or “group” (as such terms are defined in Sections 13(d) and 14(d)(2) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act)
of more than 50% of the total voting power of the Voting Stock of Ventas, Inc. on a fully diluted basis; provided, however, that a person shall not be deemed to be the beneficial owner of securities subject to a merger, stock purchase,
subscription or other agreement, if the acquisition of such securities is subject to conditions outside of such person’s control, until such acquisition actually occurs; (ii) the first day on which the Partnership ceases to be a
Restricted Subsidiary of Ventas, Inc. or (iii) the first day on which the Partnership fails to own 100% of the issued and outstanding Equity Interests of Ventas Capital Corporation. 
  
 “CMBS Transaction” means that certain commercial mortgage
backed securities transaction sponsored by Ventas, Inc. and evidenced by the CMBS Transaction Documents. 
  
 “CMBS Transaction Documents” means, collectively, (a) that certain Loan and Security Agreement, dated as of December 12, 2001,
between Ventas Finance I, LLC, as borrower, and Merrill Lynch Mortgage Lending, Inc., as lender, and (b) all agreements, certificates and other instruments executed in connection therewith, each as may be supplemented and amended from time to
time. 
  
 “Code” means the Internal Revenue Code
of 1986, as amended. 
  
 “Commission” means the
Securities and Exchange Commission. 
  
 “Consolidated
Income Available for Debt Service” for any period means Earnings from Operations of Ventas, Inc. and its Restricted Subsidiaries plus amounts which have been deducted, and minus amounts which have been added, for the following (without
duplication): (1) total interest expense of Ventas, Inc. and its Restricted Subsidiaries for such period, including interest or distributions on Debt of Ventas, Inc. and its Restricted Subsidiaries, (2) provision for taxes
based on income or profits or the Tax Amount of Ventas, Inc. and its Restricted Subsidiaries for such period, to the extent that such provision for taxes or Tax Amount was included in computing such Consolidated Income Available for Debt Service,
(3) amortization of debt discount and deferred financing costs, (4) provisions for gains and losses on properties, (5) depreciation and amortization (excluding amortization of prepaid cash expenses that were paid
in a prior period), (6) the effect of any non-cash charge resulting from a change in accounting principles in determining Earnings from Operations for such period, (7) amortization of deferred 

  

 10 








 
charges, and (8) the aggregate amount of all non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual
of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period), determined on a consolidated basis, to the extent such items increased or decreased Earnings from Operations for such
period. 
  
 “Consolidated Net Tangible Assets”
means, as of any date, all tangible assets of Ventas, Inc. and its Restricted Subsidiaries on a consolidated basis determined in accordance with GAAP and classified as such on the consolidated balance sheet of Ventas, Inc. and its Restricted
Subsidiaries. 
  
 “Corporate Trust Office of the
Trustee” will be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Issuers. 
  
 “Credit Agreement” means that certain Third Amended and Restated Credit, Security and Guaranty Agreement,
dated as of September 8, 2004, by and among the Partnership, Ventas, Inc., Bank of America, N.A., as Administrative Agent and Issuing Bank, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS
Securities LLC, as Co-Syndication Agents, and Calyon New York Branch, JP Morgan Chase Bank and Citicorp North America, Inc., as Co-Documentation Agents, and the lenders party thereto providing for up to $300.0 million of revolving credit borrowings,
including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, renewed, extended, increased, refunded, replaced or refinanced from time to time
(whether or not with the original agents or lenders and whether or not contemplated under the original agreement relating thereto). 
  
 “Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper
facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow
from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, extended, increased, refunded, replaced or refinanced in whole or in part from time to time (whether or not with the original
agents or lenders and whether or not contemplated under the original agreement relating thereto). 
  
 “Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto. 
  
 “Debt” of Ventas, Inc. or any of its Restricted Subsidiaries
means, without duplication, any indebtedness of Ventas, Inc. or any Restricted Subsidiary, whether or not contingent, in respect of: 
  
 (1) borrowed money or evidenced by bonds, notes, debentures or similar instruments; 
  

 11 








 (2) indebtedness for borrowed money secured by any encumbrance existing on property owned
by Ventas, Inc. or its Restricted Subsidiaries, to the extent of the lesser of (x) the amount of indebtedness so secured or (y) the Fair Market Value of the property subject to such encumbrance; 
  
 (3) the reimbursement obligations in connection with any
letters of credit actually drawn or amounts representing the balance deferred and unpaid of the purchase price of any property or services, except any such balance that constitutes an accrued expense, trade payable, conditional sale obligations or
obligations under any title retention agreement; 
  
 (4) the principal amount of all obligations of Ventas, Inc. and its Restricted Subsidiaries with respect to redemption, repayment or other repurchase of any Disqualified Stock; 
  
 (5) any lease of property by Ventas, Inc. or any of its Restricted Subsidiaries as lessee which is reflected
on Ventas, Inc.’s or such Restricted Subsidiaries’ consolidated balance sheet as a Capitalized Lease Obligation, 
  
 to the extent, in the case of items of indebtedness under clauses (1) through (5) above, that any such items would appear as a liability on
Ventas, Inc.’s or such Restricted Subsidiaries’ consolidated balance sheet in accordance with GAAP; or 
  
 (6) the liquidation preference of any Disqualified Stock of Ventas, Inc. or of any shares of preferred stock of any of its Restricted
Subsidiaries. 
  
 Debt also includes, to the extent not otherwise
included, any obligation by Ventas, Inc. and its Restricted Subsidiaries to be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes of collection in the ordinary course of business), Debt of another Person (other than
Ventas, Inc. or any of its Restricted Subsidiaries); it being understood that Debt shall be deemed to be incurred by Ventas, Inc. or any of its Restricted Subsidiaries whenever Ventas, Inc. or such Restricted Subsidiary shall create, assume,
guarantee or otherwise become liable in respect thereof; provided, however that a Person shall not be deemed to have incurred Debt (or be liable with respect to such Debt) by virtue of Standard Securitization Undertakings. 

 
 Debt shall not include (a) Debt arising from agreements of
Ventas, Inc. or any Restricted Subsidiary providing for indemnification, adjustment or holdback of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or
a Subsidiary, other than guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or 

  

 12 








 
Subsidiary for the purpose of financing such acquisition or (b) contingent obligations under performance bonds, performance guarantees, surety
bonds, appeal bonds or similar obligations incurred in the ordinary course of business and consistent with past practices. In the case of Debt as of any date issued with original issue discount, the amount of such Debt shall be the accreted value
thereof as of such date. 
  
 “Default” means any
event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. 
  
 “Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06
hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto. 
  
 “Depositary” means, with respect to the Notes issuable or
issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture. 
  
 “Disqualified
Stock” means, with respect to any entity, any Capital Stock of such entity which by the terms of such Capital Stock (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the
happening of any event or otherwise (other than pursuant to a change of control provision not materially more favorable to the holder thereof than as set forth in Section 4.14 hereof), (1) matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise (other than Capital Stock which is redeemable solely in exchange for Capital Stock which is not Disqualified Stock or for Subordinated Debt), (2) is convertible into or exchangeable or
exercisable for Debt, other than Subordinated Debt or Disqualified Stock, or (3) is redeemable at the option of the holder thereof, in whole or in part (other than Capital Stock which is redeemable solely in exchange for Capital Stock
which is not Disqualified Stock or for Subordinated Debt), in each case on or prior to the stated maturity of the Notes. 
  
 “Earnings from Operations” for any period means the consolidated net income of Ventas, Inc. and its Restricted Subsidiaries without
reduction for any minority interests, excluding gains and losses on sales of investments, extraordinary items (including, in any event, losses on extinguishment of debt), distributions on equity securities, property valuation losses, and the net
income of any Person, other than a Restricted Subsidiary of Ventas, Inc. (except to the extent of cash dividends or distributions paid to Ventas, Inc. or any Restricted Subsidiary) as reflected in the financial statements of Ventas, Inc. and its
Restricted Subsidiaries for such period, on a consolidated basis determined in accordance with GAAP, and excluding the cumulative effect of changes in accounting principles. 
  

 13 








 “Equity Interests” means Capital Stock and all warrants, options or other rights to
acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). 
  
 “Equity Offering” means any underwritten public offering of Capital Stock of Ventas, Inc., the proceeds of which, in an amount equal to
or exceeding the amount of any Equity Claw-back Redemption, are contributed to the Partnership as a capital contribution. 
  
 “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as
amended. 
  
 “Exchange Notes” means the Series B
Notes to be registered under the Securities Act and issued in exchange for Transfer Restricted Securities pursuant to the Registration Rights Agreement. 
  
 “Exchange Offer” means the registration by the Issuers and the Guarantors under the Securities Act of the Exchange Notes pursuant to a
Registration Statement pursuant to which the Issuers and the Guarantors offer the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for the
Exchange Notes and Guarantees thereof in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. 
  
 “Exchange Offer Registration Statement” means the
Registration Statement relating to the Exchange Offer, including the related Prospectus. 
  
 “Excluded Joint Venture” means any Permitted Joint Venture created or acquired after April 17, 2002; provided, however, that the only Investments made by Ventas, Inc. and its
Restricted Subsidiaries in such Permitted Joint Venture are made pursuant to clauses (10) or (11) of the definition of Permitted Investments or are Restricted Payments permitted by Section 4.07 hereof. 
  
 “Existing Debt” means Debt of Ventas, Inc. and its
Restricted Subsidiaries (other than Debt under the Credit Agreement) in existence on the date of the Indenture, until such amounts are repaid. 
  
 “Fair Market Value” means, with respect to any asset, the price (after taking into account any liabilities relating to such assets) which
could be negotiated in an arm’s-length free market transaction between a willing seller and a willing buyer, neither of which is under pressure or compulsion to complete the transaction. Fair Market Value shall be determined by the Board of
Directors of Ventas, Inc. in good faith. 
  

 14 








 “Funds from Operations” for any period means Earnings from Operations for such period
plus amounts that have been deducted, and minus amounts that have been added, for the following (without duplication): (1) provision for taxes of Ventas, Inc. and its Restricted Subsidiaries based on income, (2) amortization
of debt discount and deferred financing costs, (3) provisions for gains and losses on properties and property depreciation and amortization, (4) the effect of any non-cash charge resulting from a change in accounting
principles in determining Earnings from Operations for such period, (5) amortization of deferred charges, (6) gains (and losses) associated with the termination, in whole or in part, of any interest rate swap agreement,
(7) the write-off of unamortized deferred financing fees and (8) prepayment fees, premiums and penalties. 
  
 “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the date of determination. 
  
 “Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto issued in accordance with Section 2.01,
2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof. 
  
 “Global Note Legend” means the legend set forth in Section 2.06(g)(2), which is required to be placed on all Global Notes issued under this Indenture. 
  
 “Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the
ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Debt. 
  
 “Guarantors” means each of: 
  
 (1) Ventas, Inc.; and 
  
 (2) any other Restricted Subsidiary of Ventas, Inc. (other
than an Excluded Joint Venture) that executes a Note Guarantee of the Notes in accordance with the provisions of the Indenture; 
  
 and their respective successors and assigns; provided, however that any Person constituting a Guarantor as described above shall cease to constitute a
Guarantor when its Guarantee of the Notes is released in accordance with the terms of the Indenture. 
  

 15 








 “Hedging Obligations” means, with respect to any specified Person, the obligations of
such Person under: 
  
 (1) interest rate swap
agreements, interest rate cap agreements and interest rate collar agreements; and 
  
 (2) other agreements or arrangements designed to protect such Person against fluctuations in interest rates or foreign exchange rates.

  
 “Holder” means a Person in whose name a Note
is registered. 
  
 “IAI Global Note” means a
Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will be issued in a
denomination equal to the outstanding principal amount of the Notes sold to Institutional Accredited Investors. 
  
 “incur” means issue, create, assume, guarantee, incur or otherwise become liable for; provided, however, that any Debt or
Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be incurred by such Subsidiary at the time it becomes a Restricted Subsidiary.
Neither the accrual of interest nor the accretion of original issue discount shall be deemed to be an incurrence of Debt. The term “incurrence” when used as a noun shall have a correlative meaning. 
  
 “Indenture” means this Indenture, as amended or supplemented
from time to time. 
  
 “Indirect Participant”
means a Person who holds a beneficial interest in a Global Note through a Participant. 
  
 “Initial Notes” means the first $125,000,000 aggregate principal amount of Series A Notes issued under this Indenture on the date hereof. 
  
 “Initial Purchasers” means Banc of America Securities LLC, UBS Securities LLC, Citigroup Global Markets
Inc., J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. 
  
 “Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act, that is not also a QIB. 
  
 “Interest Payment Date” has the meaning set forth in the Notes. 
  
 “Investments” means, with respect to any Person, all direct or indirect investments by such Person in other
Persons (including Affiliates) in the forms of loans (including 

  

 16 








 
Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to directors, officers and employees
made in the ordinary course of business), purchases or other acquisitions for consideration of Debt, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in
accordance with GAAP. If Ventas, Inc. or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of Ventas, Inc. or such Restricted Subsidiary such that, after giving effect to
any such sale or disposition, such Person is no longer a Restricted Subsidiary of Ventas, Inc., Ventas, Inc. or such Restricted Subsidiary will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market
Value of the Equity Interests of such Subsidiary not sold or disposed. The acquisition by Ventas, Inc. or any of its Restricted Subsidiaries of a Person that holds an Investment in a third Person will be deemed to be an Investment by Ventas, Inc. or
such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person. “Investments” shall exclude extensions of trade credit on commercially
reasonable terms in accordance with normal trade practices. 
  
 “Issuers” means Ventas Realty, Limited Partnership and Ventas Capital Corporation, and any and all successors thereto. 
  
 “Kindred Reset Right” means, with respect to any Real Estate Asset, the one-time right of the Partnership to reset the rents with respect
to such Real Estate Asset under any of the four amended and restated master lease agreements dated April 20, 2001 between the Partnership and Kindred Healthcare, Inc., as amended from time to time, exercisable by notice given on or after
January 20, 2006 and on or before July 19, 2007, to a then fair market rental rate. 
  
 “Letter of Transmittal” means the letter of transmittal to be prepared by the Issuers and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer. 
  
 “Lien” means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the
nature thereof, any option or other agreement to sell or give a security interest in and, except in connection with any Qualified CMBS Transaction, any filing of or agreement to give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction. 
  
 “Liquidated
Damages” means all additional interest then owing pursuant to Section 4 of the Registration Rights Agreement. 
  

 17 








 “Make-Whole Amount” means, in connection with any optional redemption of the Notes, the
excess, if any, of: 
  
 (1) the aggregate present
value as of the date of such redemption of each dollar of principal being redeemed or paid and the amount of interest (exclusive of interest accrued to the date of redemption or accelerated payment) that would have been payable in respect of each
such dollar if such redemption or accelerated payment had not been made, determined by discounting, on a semi-annual basis, such principal and interest at the Reinvestment Rate (determined on the third Business Day preceding the date a notice of
redemption is given or declaration of acceleration is made) from the respective dates on which such principal and interest would have been payable if such redemption or payment had not been made, over 
  
 (2) the aggregate principal amount of the Notes being
redeemed or paid. 
  
 “Moody’s” means
Moody’s Investors Service, Inc. or any successor to the rating agency business thereof. 
  
 “Net Proceeds” means the aggregate cash proceeds and Cash Equivalents received by Ventas, Inc. or any of its Restricted Subsidiaries in respect of any Asset Sale or Qualified CMBS Transaction
(including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale or Qualified CMBS Transaction), net of the (i) amount required to be distributed to the
stockholders by Ventas, Inc. as a result of such Asset Sale or Qualified CMBS Transaction in order to maintain its status as REIT under the Code and (ii) direct costs relating to such Asset Sale or Qualified CMBS Transaction, including,
without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale or Qualified CMBS Transaction, taxes paid or payable as a result of the Asset Sale or
Qualified CMBS Transaction and, without duplication, all distributions to equity holders in respect of taxes, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, amounts required to be
applied to the repayment of Debt, other than Debt under a Credit Facility and Debt that is pari passu with the Notes containing provisions similar to those set forth in the Indenture, and appropriate amounts to be provided by Ventas, Inc. or
any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any liabilities associated with such Asset Sale or Qualified CMBS Transaction and retained by Ventas, Inc. or any Restricted Subsidiary, as the case
may be, after such Asset Sale or Qualified CMBS Transaction, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations
associated with such Asset Sale or Qualified CMBS Transaction; provided, however, that 

  

 18 








 
any amounts remaining after adjustments, revaluations or liquidations of such reserves shall constitute Net Proceeds. 
  
 “Non-Recourse Debt” means Debt: 
  
 (1) as to which neither Ventas, Inc. nor any of its
Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Debt), other than pursuant to Standard Securitization Undertakings, (b) is directly or
indirectly liable as a guarantor or otherwise, other than pursuant to Standard Securitization Undertakings, or (c) constitutes the lender; 
  
 (2) no default with respect to which (including any rights that the holders of the Debt may have to take enforcement action against an
Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Debt (other than the Notes) of Ventas, Inc. or any of its Restricted Subsidiaries to declare a default on such other Debt or cause the payment of the
Debt to be accelerated or payable prior to its stated maturity; and 
  
 (3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of Ventas, Inc. or any of its Restricted Subsidiaries, other than pursuant to Standard
Securitization Undertakings. 
  
 “Non-U.S.
Person” means a Person who is not a U.S. Person. 
  
 “Note Guarantee” means the Guarantee by each Guarantor of the Issuers’ payment obligations under this Indenture and on the Notes, executed pursuant to the provisions of this Indenture. 
  
 “Notes” has the meaning assigned to it in the preamble to
this Indenture. The Initial Notes, the Exchange Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial
Notes, the Exchange Notes and any Additional Notes. 
  
 “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Debt. 
  
 “Officer” means, with respect to any Person, the Chairman of
the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Chief Investment Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such
Person. 
  

 19 








 “Officers’ Certificate” means a certificate signed on behalf of the Issuers by two
Officers of the Issuers, one of whom must be the principal executive officer, the principal financial officer, the principal investment officer, the treasurer or the principal accounting officer of the Issuers or a general partner of an Issuer, that
meets the requirements of Section 12.05 hereof. 
  
 “144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A. 
  
 “Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of
Section 12.05 hereof. The counsel may be an employee of or counsel to the Issuers, any Subsidiary of the Issuers or the Trustee. 
  
 “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear
or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream). 
  
 “Partnership” means Ventas Realty, Limited Partnership. 
  
 “Permitted Business” means any business activity (including Permitted Mortgage Investments) related to
properties constituting or used as skilled nursing home centers, hospitals, personal healthcare facilities, assisted living facilities, independent living facilities, medical office buildings, continuum of care facilities, life care facilities,
sheltered care facilities, seniors housing, senior living facilities or other properties customarily constituting assets of a REIT, plus any other business that Ventas, Inc. and its Restricted Subsidiaries are engaged in on the date of the
Indenture and such business activities as are complementary, incidental, ancillary or related to, or are reasonable extensions of, the foregoing. 
  
 “Permitted Debt” means: 
  
 (1) Permitted Refinancing Debt; 
  
 (2) Debt under Credit Facilities in an aggregate principal amount (including all Permitted Refinancing Debt incurred with respect thereto)
not to exceed at any one time outstanding an amount equal to $450.0 million less the aggregate amount of Net Proceeds of Asset Sales that have been applied since the date of the Indenture to repay Debt under Credit Facilities or Permitted
Refinancing Debt incurred with respect thereto pursuant to clause (1) of the second paragraph of Section 4.11 hereof. Debt outstanding under Credit Facilities 

  

 20 








 
on the date of the Indenture will be deemed to have been incurred pursuant to clause (2) of this definition; and 
  
 (3) other Debt in an aggregate principal amount not to exceed $100.0 million
at any time outstanding. 
  
 “Permitted
Investments” means: 
  
 (1) any
Investment in Ventas, Inc. or any of its Restricted Subsidiaries; 
  
 (2) any Investment in Permitted Mortgage Investments in the ordinary course of business or in Cash Equivalents; 
  
 (3) any Investment by Ventas, Inc. or any of its Restricted Subsidiaries in a Person, if as a result of such Investment: 
  
 (a) such Person becomes a Subsidiary of Ventas, Inc. or such
Restricted Subsidiary and a Guarantor; or 
  
 (b)
such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Ventas, Inc. or any of its Restricted Subsidiaries that is a Guarantor; 
  
 (4) any Investment made as a result of the receipt of
non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.11 hereof; 
  
 (5) any acquisition of assets to the extent made in exchange for the issuance of Equity Interests (other than Disqualified Stock) of
Ventas, Inc. or the Partnership; 
  
 (6) any
Investments received in compromise of obligations of such Persons incurred in the ordinary course of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar
arrangement upon the bankruptcy or insolvency of any trade creditor or customer; 
  
 (7) Hedging Obligations; 
  
 (8) intercompany Debt and Guarantees, in either case, to the extent permitted by Section 4.09 hereof; 
  
 (9) any Investment by Ventas, Inc. or any of its Restricted
Subsidiaries acquired as a result of a transfer of assets to an Unrestricted Subsidiary in 

  

 21 








 
connection with a Qualified CMBS Transaction permitted by clause (9) of the definition of “Asset Sale”; 
  
 (10) any Investment in Permitted Joint Ventures when taken
together with all other Investments made pursuant to this clause (10) since the date of the Indenture does not exceed the greater of (i) $100.0 million or (ii) 10% of Ventas, Inc.’s Consolidated Net Tangible Assets;
and 
  
 (11) other Investments in any Person
having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (11) since the date
of the Indenture does not exceed $200.0 million. 
  
 “Permitted Joint Venture” means any entity owned 50% or more by Ventas, Inc. and/or any of its Restricted Subsidiaries, if such entity (a) is engaged in a Permitted Business, (b) is designated as a
Restricted Subsidiary (if more than 50% owned) and (c) Ventas has the right to appoint at least half of the Board of Directors or similar governing body of such entity. 
  
 “Permitted Mortgage Investment” means any investment in a secured note, mortgage, deed of trust,
collateralized mortgage obligations, commercial mortgage-backed securities, other secured debt securities, secured debt derivative or other debt instruments, so long as such investment relates directly or indirectly to real property that constitutes
or is used as a skilled nursing home center, hospital, personal healthcare facility, assisted living facility, independent living facility, medical office building, continuum of care facility, life care facility, sheltered care facility, seniors
housing, senior living facility or other property customarily constituting an asset of a real estate investment trust specializing in healthcare or senior housing property. 
  
 “Permitted Refinancing Debt” means any Debt of Ventas, Inc. or any of its Restricted Subsidiaries issued in
exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Debt of Ventas, Inc. or any of its Restricted Subsidiaries (other than intercompany Debt); provided, however that:

  
 (1) the principal amount (or accreted value,
if applicable) of such Permitted Refinancing Debt does not exceed the principal amount (or accreted value, if applicable) of the Debt extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Debt and the amount
of all expenses and premiums incurred in connection therewith); 
  
 (2) such Permitted Refinancing Debt has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity 

  

 22 








 
equal to or greater than the Weighted Average Life to Maturity of, the Debt being extended, refinanced, renewed, replaced, defeased or refunded; 

 
 (3) if the Debt being extended, refinanced, renewed,
replaced, defeased or refunded is subordinated in right of payment to the Notes, such Permitted Refinancing Debt has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least
as favorable to the holders of Notes as those contained in the documentation governing the Debt being extended, refinanced, renewed, replaced, defeased or refunded; and 
  
 (4) such Debt is incurred either by Ventas, Inc. or by the Restricted Subsidiary who is the obligor on the
Debt being extended, refinanced, renewed, replaced, defeased or refunded. 
  
 “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

  
 “Private Placement Legend” means the legend
set forth in Section 2.06(g)(1) to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture. 
  

“Prospectus” means the prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by
all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. 
  
 “QIB” means a “qualified institutional buyer” as defined in Rule 144A. 
  
 “Qualified CMBS Transaction” means (i) the CMBS
Transaction and (ii) any other transaction or series of transactions entered into by Ventas, Inc. or any of its Restricted Subsidiaries pursuant to which Ventas, Inc. or any of its Restricted Subsidiaries sells, conveys or otherwise
transfers to an Unrestricted Subsidiary, or grants a security interest in, any Real Estate Assets or mortgage receivables (whether now existing or arising in the future) of Ventas, Inc. or any of its Restricted Subsidiaries, and any assets related
thereto including, without limitation, all collateral securing such Real Estate Assets or mortgage receivables, all contracts and all guarantees or other obligations in respect of such Real Estate Assets or mortgage receivables, proceeds of such
Real Estate Assets or mortgage receivables and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Real Estate Assets or
mortgage receivables. 
  

 23 








 “Reacquired Qualified CMBS Real Estate Assets” means, as of any date of determination,
Real Estate Assets that were owned by Ventas, Inc. or any of its Subsidiaries on or prior to April 17, 2002 and that are (i) reacquired by Ventas, Inc. or any of its Restricted Subsidiaries from an Unrestricted Subsidiary in
connection with an unwinding of a Qualified CMBS Transaction and (ii) owned by Ventas, Inc. or any Restricted Subsidiary as of such date of determination. 
  
 “Real Estate Assets” means, as of any date, the real estate assets of such Person and its Restricted
Subsidiaries on such date, on a consolidated basis determined in accordance with GAAP. 
  
 “Real Estate Revenues” means, with respect to (i) any Real Estate Asset owned as of April 17, 2002 and which continues to be owned as of the relevant date of determination by Ventas,
Inc. or any of its Restricted Subsidiaries and (ii) Reacquired Qualified CMBS Real Estate Assets, in each case, the rental revenues generated by such Real Estate Asset during the quarter ending September 30, 2005, annualized by multiplying
such revenues by four, all as set forth on Schedule I attached hereto. 
  
 “Record Date” has the meaning set forth in the Notes. 
  
 “Registration Rights Agreement” means the Registration Rights Agreement, dated as of December 9, 2005, among the Issuers, the Guarantors party thereto and the other parties named on the signature
pages thereof, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements among the Issuers, the Guarantors party thereto and the other parties
thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuers to the purchasers of Additional Notes to register such Additional Notes under the Securities Act. 
  
 “Registration Statement” means any registration statement of
the Issuers relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed
pursuant to the provisions of the Registration Rights Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by
reference therein. 
  
 “Regulation S” means
Regulation S promulgated under the Securities Act. 
  
 “Regulation S Global Note” means a Global Note bearing the Private Placement Legend and deposited with or on behalf of the Depositary and registered in the name of the Depositary or its nominee, issued in a denomination
equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S. 
  

 24 








 “Reinvestment Rate” means 0.50% plus the arithmetic mean of the yields under the
respective heading Week Ending published in the most recent Statistical Release under Treasury Constant Maturities for the maturity (rounded to the nearest month) corresponding to the remaining life to maturity, as of the date of the principal being
redeemed or paid. If no maturity exactly corresponds to such maturity, yields for the two published maturities most closely corresponding to such maturity shall be calculated pursuant to the immediately preceding sentence and the Reinvestment Rate
shall be interpolated or extrapolated from such yields on a straight-line basis, rounding in each of such relevant periods to the nearest month. For the purpose of calculating the Reinvestment Rate, the most recent Statistical Release published
prior to the date of determination of the Make-Whole Amount shall be used. 
  
 “Replacement Assets” mean properties or assets (other than current assets) that are used or useful in a Permitted Business. 
  
 “Responsible Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust
Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. 
  
 “Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend. 
  
 “Restricted Global Note” means a Global Note bearing the
Private Placement Legend. 
  
 “Restricted
Investment” means an Investment other than a Permitted Investment. 
  
 “Restricted Period” means the 40-day distribution compliance period as defined in Regulation S. 
  
 “Restricted Subsidiary” of a Person means any Subsidiary of the referenced Person that is not an Unrestricted Subsidiary. 
  
 “Rule 144” means Rule 144 promulgated under the Securities
Act. 
  
 “Rule 144A” means Rule 144A promulgated
under the Securities Act. 
  
 “Rule 903” means
Rule 903 promulgated under the Securities Act. 
  
 “Rule
904” means Rule 904 promulgated the Securities Act. 
  

 25 








 “S&P” means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc. or any successor to the rating agency business thereof. 
  
 “Secured Debt” means, for any Person, Debt secured by a mortgage, lien, charge, pledge or security interest or other encumbrance on the property of such Person or any of its Restricted Subsidiaries.

  
 “Securities Act” means the Securities Act of
1933, as amended. 
  
 “Shelf Registration
Statement” has the meaning set forth in the Registration Rights Agreement. 
  
 “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02(w) of Regulation S-X, promulgated pursuant to the
Securities Act, as such Regulation is in effect on the date of this Indenture. 
  
 “Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by Ventas, Inc. or any Restricted Subsidiary which are reasonably customary in
Qualified CMBS Transactions by the parent or sponsoring entity. 
  
 “Statistical Release” means that statistical release designated H.15(519) or any successor publication that is published weekly by the Federal Reserve System and that establishes annual yields on actively traded United
States government securities adjusted to constant maturities, or, if such statistical release is not published at the time of any determination under the Indenture, then such other reasonably comparable index the Issuers designate. 
  
 “Subordinated Debt” means Debt which by the terms of such
Debt is subordinated in right of payment to the principal of and interest and premium, if any, on the Notes or any Guarantee thereof. 
  
 “Subsidiary” means, for any Person, any corporation or other entity of which a majority of the Voting Stock is owned, directly or
indirectly, by such Person or one or more other Subsidiaries of such Person. 
  
 “Tax Amount” means, with respect to any Person for any period, the combined federal, state and local income taxes that would be paid by such Person if it were a Delaware corporation filing separate
tax returns with respect to its Taxable Income for such Period; provided, however, that in determining the Tax Amount, the effect thereon of any net operating loss carryforwards or other carryforwards or tax attributes, such as
alternative minimum tax carryforwards, that would have arisen if such Person were a Delaware corporation shall be taken into account. Notwithstanding anything to the 

  

 26 








 
contrary, Tax Amount shall not include taxes resulting from such Person’s reorganization as or change in the status to a corporation. 
  
 “Taxable Income” means, with respect to any Person for any
period, the taxable income or loss of such Person for such period for federal income tax purposes; provided, however that (i) all items of income, gain, loss or deduction required to be stated separately pursuant to
Section 703(a)(1) of the Code shall be included in taxable income or loss, (ii) any basis adjustment made in connection with an election under Section 754 of the Code shall be disregarded and (iii) such taxable
income shall be increased or such taxable loss shall be decreased by the amount of any interest expense incurred by such Person that is not treated as deductible for federal income tax purposes by a partner or member of such Person. 
  
 “10% Stockholder” means any Person who beneficial owns 10%
or more of the total voting power of the Voting Stock of Ventas, Inc. 
  
 “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as amended, as in effect on the date on which this Indenture is qualified under the TIA. 
  
 “Total Assets” means, for any Person as of any date, the sum
of (a) in the case of each of (i) Real Estate Assets that were owned as of April 17, 2002 and that continue to be owned as of such date of determination and (ii) Reacquired Qualified CMBS Real Estate Assets,
(1) the Real Estate Revenues specified for such Real Estate Assets on Schedule I attached hereto, divided by 0.0925, plus (2) any annualized incremental rental revenue generated by such Real Estate Assets as a result of,
arising out of or in connection with the Kindred Reset Right of the Partnership with respect to such Real Estate Assets (whether by agreement or exercise of such right or otherwise), divided by 0.0925, (b) the cost (original cost plus
capital improvements before depreciation and amortization) of all Real Estate Assets acquired after April 17, 2002 that are owned by Ventas, Inc. or any Restricted Subsidiaries as of such date of determination (other than Reacquired Qualified
CMBS Real Estate Assets) and (c) the book value of all assets (excluding Real Estate Assets and intangibles) of such Person and its Restricted Subsidiaries as of such date of determination on a consolidated basis determined in accordance
with GAAP. For the purpose of clause (2) of this definition, “annualized incremental rental revenue” in respect of a Real Estate Asset shall mean the increase in daily rental revenue generated by such Real Estate Asset as a result of,
arising out of or in connection with the Kindred Reset Right (whether by agreement or exercise of such right or otherwise) over the daily rental revenue generated by such Real Estate Asset immediately prior to the effective date of such increase,
annualized by multiplying such daily increase by 365. 
  
 “Total Unencumbered Assets” means, for any Person as of any date, the Total Assets of such Person and its Restricted Subsidiaries as of such date, that do not secure 

  

 27 








 
any portion of Secured Debt, on a consolidated basis determined in accordance with GAAP. 
  
 “Transfer Restricted Securities” has the meaning set forth in the Registration Rights Agreement.

  
 “Trustee” means the party named as such in
the preamble to this Indenture until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder. 
  
 “Unrestricted Global Note” means a permanent global Note substantially in the form of Exhibit A attached
hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing a
series of Notes that does not bear the Private Placement Legend. 
  
 “Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend. 
  
 “Unrestricted Subsidiary” means (i) Ventas Specialty I, Inc., Ventas Finance I, Inc., Ventas
Specialty I, LLC, Ventas Finance I, LLC, Ventas Kansas City I, LLC, Ventas Farmington Hills, LLC, Ventas Belleville, LLC, Ventas Springfield/Findlay, LLC, Ventas Regency Medical Park I, LLC, ET Heritage Andover Finance, Inc., ET Sub-Cabot Park,
L.L.C., ET Sub-Vernon Court, L.L.C., ET Sub-Cleveland Circle, L.L.C., ET Sub-Heritage Andover, L.L.C., ET DCMH Finance, Inc., ET POBI Finance, Inc., ET Belvedere Finance, Inc., ET DCMH Finance, L.L.C., ET POBI Finance, L.L.C., ET Belvedere Finance,
L.L.C., ET Sub-DCMH Limited Partnership, L.L.P., ET Sub-POB I Limited Partnership, L.L.P., ET Sub-Belvedere Limited Partnership, L.L.P., Ventas Fairwood, LLC, Ventas Whitehall Estates, LLC, Ventas Bayshore Medical, , LLC, Ventas Brighton, LLC,
Ventas Amberleigh, LLC, Ventas Harrison, LLC, Ventas West Shores, LLC, Ventas Santa Barbara, LLC, Ventas Georgetowne, LLC, Brookdale Living Communities of Illinois-HV, LLC, Brookdale Living Communities of Connecticut, LLC, BLC of Indiana-OL, L.P.,
Brookdale Living Communities of Florida-CL, LLC, Brookdale Living Communities of New Jersey, LLC, Brookdale Living Communities of Connecticut-WH, LLC, Brookdale Living Communities of Illinois-HLAL, LLC, Brookdale Living Communities of New Mexico-SF,
LLC, DBF Issuer I, LLC, BLC Issuer II, LLC, Brookdale Living Communities of Illinois-Hoffman Estates, LLC, PSLT-ALS Properties II LLC and (ii) any Subsidiary of Ventas, Inc. or any successor to any of them, other than the Partnership and
Ventas Capital Corporation, that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a board resolution, but only to the extent that such Subsidiary: 
  
 (1) has no Debt other than Non-Recourse Debt; 
  

 28 








 (2) is not party to any agreement, contract, arrangement or understanding with Ventas,
Inc. or any of its Restricted Subsidiaries unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Ventas, Inc. or such Restricted Subsidiary than those that might be obtained at the time from Persons
who are not Affiliates of Ventas, Inc.; 
  
 (3)
is a Person with respect to which neither Ventas, Inc. nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such
Person’s financial condition or to cause such Person to achieve any specified levels of operating results; 
  
 (4) has not guaranteed or otherwise directly or indirectly provided credit support for any Debt of Ventas, Inc. or any of its Restricted
Subsidiaries, other than pursuant to Standard Securitization Undertakings; and 
  
 (5) has at least one director on its Board of Directors that is not a director or executive officer of Ventas, Inc. or any of its
Restricted Subsidiaries and has at least one executive officer that is not a director or executive officer of Ventas, Inc. or any of its Restricted Subsidiaries. 
  
 Any designation of a Subsidiary of Ventas, Inc. as an Unrestricted Subsidiary will be evidenced to the Trustee by filing
with the Trustee a certified copy of the board resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If,
at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Debt of such Subsidiary will be
deemed to be incurred by a Restricted Subsidiary of Ventas, Inc., as of such date and, if such Debt is not permitted to be incurred as of such date by Section 4.09 hereof, Ventas, Inc. will be in default of such section. 
  
 “Unsecured Debt” means, for any Person, any Debt of such
Person or its Restricted Subsidiaries which is not Secured Debt. 
  
 “U.S. Person” means a U.S. Person as defined in Rule 902(k) under the Securities Act. 
  
 “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election
of the Board of Directors of such Person. 
  

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 “Weighted Average Life to Maturity” means, when applied to any Debt at any date, the
number of years obtained by dividing: 
  
 (1) the
sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Debt, by
(b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by 
  
 (2) the then outstanding principal amount of such Debt. 
  
 Section 1.02 Other Definitions. 
  

			
	 Term

	  	Defined in
Section


	 “Adjusted Total Assets”
	  	4.09
	 “Affiliate Transaction”
	  	4.12
	 “Asset Sale Offer”
	  	3.09
	 “Authentication Order”
	  	2.02
	 “Change of Control Offer”
	  	4.14
	 “Change of Control Payment”
	  	4.14
	 “Change of Control Payment Date”
	  	4.14
	 “Covenant Defeasance”
	  	8.03
	 “DTC”
	  	2.03
	 “Equity Claw-back Redemption”
	  	3.07
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.11
	 “Investment Grade Rating”
	  	4.19
	 “Legal Defeasance”
	  	8.02
	 “Measurement Date”
	  	4.09
	 “Offer Amount”
	  	3.09
	 “Offer Period”
	  	3.09
	 “Paying Agent”
	  	2.03
	 “Purchase Date”
	  	3.09
	 “Qualified CMBS Transaction Offer”
	  	3.09
	 “Registrar”
	  	2.03
	 “Restricted Payments”
	  	4.07

  
 Section 1.03 Incorporation by
Reference of Trust Indenture Act. 
  
 Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. 
  
 The following TIA terms used in this Indenture have the following meanings: 
  
 “indenture securities” means the Notes; 
  

 30 








 “indenture security holder” means a Holder of a Note; 
  
 “indenture to be qualified” means this Indenture;

  
 “indenture trustee” or “institutional
trustee” means the Trustee; and 
  
 “obligor” on the Notes and the Note Guarantees means the Issuers and the Guarantors, respectively, and any successor obligor upon the Notes and the Note Guarantees, respectively. 
  
 All other terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by Commission rule under the TIA have the meanings so assigned to them. 
  
 Section 1.04 Rules of Construction. 
  
 Unless the context otherwise requires: 
  
 (1) a term has the meaning assigned to it; 
  
 (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 
  
 (3) “or” is not exclusive; 
  
 (4) words in the singular include the plural, and in the
plural include the singular; 
  
 (5)
“will” shall be interpreted to express a command; 
  
 (6) provisions apply to successive events and transactions; and 
  
 (7) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or
rules adopted by the Commission from time to time. 
  
 ARTICLE 2

  
 THE NOTES 
  
 Section 2.01 Form and Dating. 
  
 (a) General. The Notes and the Trustee’s certificate of
authentication will be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the 

  

 31 








 
date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. 
  
 The terms and provisions contained in the Notes will constitute, and are
hereby expressly made, a part of this Indenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 
  
 (b) Global Notes. Notes issued in global form will be substantially in the form of Exhibit A attached hereto (including the Global Note Legend
thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and
without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate
principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee,
in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 
  
 Section 2.02 Execution and Authentication. 
  
 Two Officers must sign the Notes for each of the Issuers by manual or facsimile signature. 
  
 If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.

  
 A Note will not be valid until authenticated by the manual
signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture. 
  
 The Trustee will, upon receipt of a written order of the Issuers signed by two Officers (an “Authentication Order”), authenticate Notes
for original issue up to the aggregate principal amount set forth in such Authentication Order. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate amount of Notes authenticated for original issue pursuant to
all Authentication Orders issued by the Issuers, except as provided in Section 2.07 hereof. 
  

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 The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An
authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with
Holders or an Affiliate of the Issuers. 
  
 Section 2.03 Registrar and Paying
Agent. 
  
 The Issuers will maintain an office or agency
where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register of the
Notes and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any
additional paying agent. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Issuers will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers or any of their Subsidiaries may act as Paying Agent or Registrar. 
  
 The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the
Global Notes. 
  
 The Issuers initially appoint the Trustee to act
as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes. 
  
 Section 2.04 Paying Agent to Hold Money in Trust. 
  
 The Issuers will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal, premium or Liquidated Damages, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to
pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than an Issuer or a Subsidiary of any Issuer) will
have no further liability for the money. If an Issuer or a Subsidiary of an Issuer acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or
reorganization proceedings relating to the Issuers, the Trustee will serve as Paying Agent for the Notes. 
  

 33 








 Section 2.05 Holder Lists. 
  
 The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the
names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Issuers will furnish to the Trustee at least seven Business Days before each interest payment date and at such other times
as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuers shall otherwise comply with TIA § 312(a). 
  
 Section 2.06 Transfer and Exchange. 
  
 (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee
of such successor Depositary. All Global Notes will be exchanged by the Issuers for Definitive Notes if: 
  
 (1) the Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that
it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuers within 120 days after the date of such notice from the Depositary; or 
  
 (2) the Issuers in their sole discretion determine that the
Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee. 
  
 Upon the occurrence of either of the preceding events in subparagraph (1) or (2) above, Definitive Notes shall be issued in such names as the
Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in
this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof. 
  
 (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial
interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer
comparable to those set forth herein to the extent required by the 

  

 34 








 
Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as
applicable, as well as one or more of the other following subparagraphs, as applicable: 
  
 (1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however that prior to the
expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than the Initial Purchasers). Beneficial interests in any
Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the
transfers described in this Section 2.06(b)(1). 
  
 (2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such
beneficial interest must deliver to the Registrar either: 
  
 (A) both: 
  
 (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note
in an amount equal to the beneficial interest to be transferred or exchanged; and 
  
 (ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be
credited with such increase; or 
  
 (B) both:

  
 (i) a written order from a Participant or an
Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and 

 

 35 








 (ii) instructions given by the Depositary to the Registrar containing information
regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above. Upon consummation of an Exchange Offer by the Issuers in accordance with Section 2.06(f) hereof, the
requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted
Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the
principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof. 
  
 (3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be
transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

  
 (A) if the transferee will take delivery in
the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
  
 (B) if the transferee will take delivery in the form of a
beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and 
  
 (C) if the transferee will take delivery in the form of a
beneficial interest in the IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

  

 36 








 (4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes
delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and: 
  
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration
Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer,
(ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 
  
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the
Registration Rights Agreement; 
  
 (C) such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
  
 (D) the Registrar receives the following: 
  
 (i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or 
  
 (ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such
beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item
(4) thereof; 
  
 and, in each such case set forth in this
subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and the Issuers to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
  
 If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global
Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount
equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above. 
  

 37 








 (c) Transfer or Exchange of Beneficial Interests for Definitive Notes. 
  
 (1) Beneficial Interests in Restricted Global Notes to
Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery
thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation: 
  
 (A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted
Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 
  
 (B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (1) thereof; 
  
 (C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof; 
  
 (D)
if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications
in item (3)(a) thereof; 
  
 (E) if such
beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a
certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable; or 
  
 (F) if such beneficial interest is being transferred to the Issuers or any of their Subsidiaries, a
certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof, 
  
 the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers
shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Restricted Definitive Note issued in exchange for a beneficial interest in a
Restricted Global Note pursuant to this 

  

 38 








 
Section 2.06(c)(1) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial
interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Restricted Definitive Notes to the Persons in whose names such Notes are so registered. Any
Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained
therein. 
  
 (2) Beneficial Interests in
Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a
Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: 
  
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the
holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating
in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 
  
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

  
 (C) such transfer is effected by a
Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
  
 (D) the Registrar receives the following: 
  
 (i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive
Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or 
  
 (ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such
beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a 

  

 39 








 
certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
  
 and, in each such case set forth in this subparagraph (D), if the Registrar
so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
  

(3) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest
in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the
conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers will execute and the
Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will
be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect
Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the
Private Placement Legend. 
  
 (d) Transfer and Exchange of
Definitive Notes for Beneficial Interests. 
  
 (1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer
such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 
  
 (A) if the Holder of such Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; 
  

 40 








 (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with
Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; 
  
 (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or
Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; 
  
 (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities
Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 
  
 (E) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the
registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel
required by item (3) thereof, if applicable; 
  
 (F) if such Restricted Definitive Note is being transferred to the Issuers or any of their Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
  
 (G) if such Restricted Definitive Note is being transferred
pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 
  
 the Trustee will cancel the Restricted Definitive Note, increase or cause to
be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global
Note, and in all other cases, the IAI Global Note. 
  
 (2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such
Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: 
  
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement 

  

 41 








 
and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not
(i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 
  
 (B) such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights Agreement; 
  
 (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
  
 (D) the Registrar receives the following: 
  
 (i) if the Holder of such Definitive Notes proposes to
exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 
  
 (ii) if the Holder of such Definitive Notes proposes to
transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item
(4) thereof; 
  
 and, in each such case set forth in this
subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and the Issuers to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
  
 Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee
will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 
  
 (3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt


  

 42 








 
of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the
aggregate principal amount of one of the Unrestricted Global Notes. 
  
 If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been
issued, the Issuers will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal
amount of Definitive Notes so transferred. 
  
 (e) Transfer and
Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of
Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the
Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following
provisions of this Section 2.06(e). 
  
 (1)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar
receives the following: 
  
 (A) if such
Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

  
 (B) if such Restricted Definitive Note is
being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

  
 (C) if such Restricted Definitive Note is
being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

  
 (D) if such Restricted Definitive Note is
being transferred to an Institutional Accredited Investor in reliance on an exemption from the 

  

 43 








 
registration requirements of the Securities Act other than those listed in subparagraphs (A) through (C) above, a certificate to the effect set
forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; or 
  
 (E) if such Restricted Definitive Note is being transferred to the Issuers or any of their Subsidiaries, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (3)(b) thereof. 
  
 (2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder
thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: 
  

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the
Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the
Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 
  
 (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

  
 (C) any such transfer is effected by a
Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
  
 (D) the Registrar receives the following: 
  
 (i) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate
from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 
  
 (ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the
form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
  

 44 








 and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of
Counsel in form reasonably acceptable to the Registrar and the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend
are no longer required in order to maintain compliance with the Securities Act. 
  
 (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such
Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the
Holder thereof. 
  
 (f) Exchange Offer. Upon the occurrence
of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuers will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate: 
  
 (1) one or more Unrestricted Global Notes in an aggregate
principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered into the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not
Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuers; and 
  
 (2) Unrestricted Definitive Notes in an aggregate principal
amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer. 
  
 Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Issuers will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount. 

 
 (g) Legends. The following legends will appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture. 
  
 (1) Private Placement Legend. 
  
 (A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange


  

 45 








 
therefor or substitution thereof) shall bear the legend in substantially the following form: 
  
 “THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PURSUANT TO RULE 144 THEREUNDER (IF AVAILABLE) OR
(4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IN THE CASE OF EACH OF (1) THROUGH (4) ABOVE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES. THE HOLDER WILL,
AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN THE ABOVE SENTENCE.” 
  
 (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2),
(d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend. 
  
 (2) Global Note Legend. Each Global Note will bear a legend in substantially the following form:

  
 “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE 

  

 46 








 
TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. 
  
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” 
  
 (h) Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and
canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at
the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global
Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 
  
 (i) General Provisions Relating to Transfers and Exchanges. 
  
 (1) To permit registrations of transfers and exchanges, the
Issuers will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request. 
  

 47 








 (2) No service charge will be made to a Holder of a Global Note or to a Holder of a
Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or
similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.11, 4.14 and 9.05 hereof). The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or
in part, except the unredeemed portion of any Note being redeemed in part. 
  
 (3) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Issuers, evidencing the same debt, and entitled
to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 
  
 (4) The Issuers will not be required: 
  
 (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the
day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; 
  
 (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any
Note being redeemed in part; or 
  
 (C) to
register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. 
  
 (5) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the
Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be
affected by notice to the contrary. 
  
 (6) The
Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. 
  
 (7) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar or the Issuers pursuant to this
Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. 
  

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 Section 2.07 Replacement Notes. 
  
 If any mutilated Note is surrendered to the Trustee or the Issuers and the Trustee receives evidence to its satisfaction of
the destruction, loss or theft of any Note, the Issuers will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuers,
an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Issuers may charge for their expenses in replacing a Note. 
  
 Every replacement Note is an additional obligation of the Issuers and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 
  
 Section 2.08 Outstanding Notes. 
  
 The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not
outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuers or an Affiliate of the Issuers hold the Note. 
  
 If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Note is held by a bona fide purchaser. 
  
 If the principal amount of any Note is considered paid under Section 4.01 or 11.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. 
  
 If the Paying Agent (other than the Issuers, a Subsidiary or an Affiliate of
any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest. 
  
 Section 2.09 Treasury Notes. 
  
 In determining whether the Holders of the required principal amount of Notes
have concurred in any direction, waiver or consent, Notes owned by the Issuers, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuers, will be considered as though not
outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on 

  

 49 








 
any such direction, waiver or consent, only Notes that the Trustee knows are so owned will be so disregarded. 
  
 Section 2.10 Temporary Notes. 
  
 Until certificates representing Notes are ready for delivery, the Issuers
may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for
temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes. 
  
 Holders of temporary Notes will be entitled to all of the benefits of this
Indenture. 
  
 Section 2.11 Cancellation. 
  
 The Issuers at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange,
payment, replacement or cancellation and will dispose of canceled Notes (subject to the record retention requirement of the Exchange Act). The Issuers may not issue new Notes to replace Notes that they have paid or that have been delivered to the
Trustee for cancellation, except for replacement Notes for mutilated Notes pursuant to Section 2.07 hereof. 
  
 Section 2.12 Defaulted Interest. 
  
 If the Issuers default in a payment of interest on the Notes, they will pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuers will notify the Trustee in writing of the
amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuers will fix or cause to be fixed each such special record date and payment date, provided that no such special record date may be
less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers)
will mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid. 
  

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 ARTICLE 3 
  
 REDEMPTION AND PREPAYMENT 
  
 Section 3.01 Notices to Trustee. 
  
 If the Issuers elect to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, they must furnish to the Trustee, at
least 45 days (or such shorter period as is satisfactory to the Trustee) before a redemption date, an Officers’ Certificate setting forth: 
  
 (1) the clause of this Indenture pursuant to which the redemption shall occur; 
  
 (2) the redemption date; 
  
 (3) the principal amount of Notes to be redeemed, plus
accrued interest to the redemption date; and 
  
 (4) the redemption price, including the Make-Whole Amount, if applicable. 
  
 Section 3.02 Selection of Notes to Be Redeemed. 
  
 If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select Notes for redemption or purchase as follows: 
  
 (1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the
principal national securities exchange on which the Notes are listed; or 
  
 (2) if the Notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. 
  
 In the event of partial redemption by lot, the particular Notes to be
redeemed will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption. 
  
 The Trustee will promptly notify the Issuers in writing of the Notes selected
for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in amounts of $1,000 or whole multiples of
$1,000; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding 

  

 51 








 
amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase. 
  
 Section 3.03 Notice of Redemption. 
  
 At least 30 days but not more than 60 days before a redemption date, the Issuers will mail or cause to be mailed, by first class mail, a notice of
redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a
satisfaction and discharge of this Indenture pursuant to Article 8 or 11 of this Indenture. 
  
 The notice will identify the Notes to be redeemed and will state: 
  
 (1) the redemption date; 
  
 (2) the redemption price, including the accrued interest to the redemption date and the Make-Whole Amount, if applicable; 
  
 (3) if any Note is being redeemed in part, the portion of
the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note;

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

  
 (5) that Notes called for redemption must be
surrendered to the Paying Agent to collect the redemption price; 
  
 (6) that, unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date; 
  
 (7) the paragraph of the Notes and/or Section of this
Indenture pursuant to which the Notes called for redemption are being redeemed; and 
  
 (8) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the
Notes. 
  
 At the Issuers’ request, the Trustee will give the
notice of redemption in the Issuers’ name and at their expense; provided, however, that the Issuers have delivered to the Trustee, at least 45 days (or such shorter period of time as is satisfactory to the Trustee) prior to the
redemption date, an Officers’ Certificate requesting that the Trustee 

  

 52 








 
give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 
  
 Section 3.04 Effect of Notice of Redemption. 
  
 Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional. 
  
 Section 3.05 Deposit of Redemption or Purchase Price. 
  
 On the redemption or purchase date, the Issuers will deposit with the Trustee or with the Paying Agent money sufficient to
pay the redemption or purchase price of and accrued interest and Liquidated Damages, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Issuers any money deposited with the
Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest and Liquidated Damages, if any, on, all Notes to be redeemed or purchased. 
  
 If the Issuers comply with the provisions of the preceding paragraph, on and
after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related
interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender
for redemption or purchase because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on
any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 
  
 Section 3.06 Notes Redeemed or Purchased in Part. 
  
 Upon surrender of a Note that is redeemed or purchased in part, the Issuers will issue and, upon receipt of an Authentication Order, the Trustee will
authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered. 
  

Section 3.07 Optional Redemption. 
  
 (a) The Issuers may redeem the Notes at any time prior to June 1, 2011, at their option, in whole or from time to time in part, at a redemption price
equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid interest thereon to the redemption date and (iii) the Make-Whole Amount, if any (subject to the 

  

 53 








 
right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). 
  
 The Issuers may also redeem the Notes at any time on or after June 1,
2011, at their option, in whole or from time to time in part, at the redemption prices (expressed as percentages of the principal amount thereof) set forth below, plus accrued and unpaid interest thereon, if any, to the redemption date (subject to
the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the 12-month period beginning on June 1 of each of the years indicated below: 
  

				
	 Year

	  	Percentage

	 
	 2011
	  	103.250	%
	 2012
	  	102.167	%
	 2013
	  	101.083	%
	 2014 and thereafter
	  	100.000	%

  
 (b) Notwithstanding
the provisions of clause (a) of this Section 3.07, at any time prior to June 1, 2009, the Issuers may redeem, at their option, on any one or more occasions (each, an “Equity Claw-back Redemption”), with all or a
portion of the net cash proceeds of one or more Equity Offerings, up to 35% of the aggregate principal amount of the Notes originally issued under this Indenture at a redemption price (expressed as a percentage of the aggregate principal amount of
Notes so redeemed) equal to 106.500%, plus accrued and unpaid interest thereon, if any, to the redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date),
provided that: 
  
 (1) at least 65% of the
aggregate principal amount of the Notes originally issued under this Indenture remains outstanding immediately after the occurrence of each such redemption; and 
  
 (2) the redemption occurs within 60 days of the consummation of any such Equity Offering. 
  
 (c) Any redemption pursuant to this Section 3.07 shall be made pursuant
to the provisions of Section 3.01 through 3.06 hereof. 
  
 Section 3.08
Mandatory Redemption. 
  
 The Issuers are not required to
make mandatory redemption payments with respect to the Notes. 
  

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 Section 3.09 Offer to Purchase by Application of Excess Proceeds. 
  
 In the event that, pursuant to Section 4.11 hereof, the Issuers are
required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer” or “Qualified CMBS Transaction Offer,” as the case may be), they will follow the procedures specified below. 
  
 The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be,
shall be made to all Holders and all holders of other Debt that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales and
assets. The Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period
is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers will apply all Excess Proceeds (the “Offer
Amount”) to the purchase of Notes and such other pari passu Debt (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Debt tendered in response to the Asset Sale Offer
or Qualified CMBS Transaction Offer, as the case may be. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 
  
 If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, and
Liquidated Damages, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or the
Qualified CMBS Transaction Offer, as the case may be. 
  
 Upon the
commencement of an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, the Issuers will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all
instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Qualified CMBS
Transaction Offer, as the case may be, will state: 
  
 (1) that the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, is being made pursuant to this Section 3.09 and Section 4.11 hereof and the length of time such offer will remain open; 
  
 (2) the Offer Amount, the purchase price and the Purchase
Date; 
  

 55 








 (3) that any Note not tendered or accepted for payment will continue to accrue interest;

  
 (4) that, unless the Issuers default in
making such payment, any Note accepted for payment pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, will cease to accrue interest after the Purchase Date; 
  
 (5) that Holders electing to have a Note purchased pursuant
to an Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, may elect to have Notes purchased in integral multiples of $1,000 only; 
  
 (6) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may
be, will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuers, a Depositary, if appointed by the Issuers, or
a Paying Agent at the address specified in the notice at least three days before the Purchase Date; 
  
 (7) that Holders will be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be,
receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such
Holder is withdrawing his election to have such Note purchased; 
  
 (8) that, if the aggregate principal amount of Notes and other pari passu Debt surrendered by Holders exceeds the Offer Amount, the Issuers will select the Notes and other pari passu Debt to be purchased
on a pro rata basis based on the principal amount of Notes and such other pari passu Debt surrendered (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in denominations of $1,000, or integral
multiples thereof, will be purchased); and 
  
 (9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). 
  
 On or before the Purchase Date, the Issuers will, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer or Qualified CMBS Transaction Offer, as the case may be, or if less than the Offer Amount
has been tendered, all Notes tendered, and will deliver to the Trustee an Officers’ Certificate 

  

 56 








 
stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 3.09. The Issuers, the
Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder
and accepted by the Issuers for purchase, and the Issuers will promptly issue a new Note, and the Trustee, upon written request from the Issuers will authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers will publicly announce the results of the Asset Sale Offer or Qualified CMBS Transaction
Offer, as the case may be, on the Purchase Date. 
  
 Other than as
specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof. 
  
 ARTICLE 4 
  
 COVENANTS 
  
 Section 4.01 Payment of Notes. 
  
 The Issuers will pay or cause to be paid the principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and
Liquidated Damages, if any, will be considered paid on the date due if the Paying Agent, if other than Ventas, Inc. or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Issuers in immediately available
funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The Issuers will pay all Liquidated Damages, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights
Agreement. 
  
 The Issuers will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; the Issuers will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages (without regard to any applicable grace period) at the same rate to the extent lawful. 
  
 Section 4.02 Maintenance of Office or Agency. 
  
 The Issuers will maintain in the Borough of Manhattan, the City of New York,
an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or 

  

 57 








 
for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers will give prompt
written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers fail to maintain any such required office or agency or fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 
  
 The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Issuers of their obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Issuers will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 
  
 The Issuers hereby designate the Corporate Trust Office of the Trustee as one
such office or agency of the Issuers in accordance with Section 2.03 hereof. 
  
 Section 4.03 Reports. 
  
 (a) Whether or not
required by the Commission, so long as any Notes are outstanding, Ventas, Inc. shall furnish to the Holders of Notes, within the time periods specified in the Commission’s rules and regulations: 
  
 (1) all quarterly and annual financial information that
would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if Ventas, Inc. were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and, with respect to the annual information only, a report on the annual financial statements by Ventas, Inc.’s certified independent accountants; and 
  
 (2) all current reports that would be required to be filed with the Commission on Form 8-K if Ventas, Inc.
were required to file such reports. 
  
 For so long as any Notes
remain outstanding, Ventas, Inc. shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
  
 The availability of the materials required to be furnished pursuant to
Section 4.03(a) on the Commission’s website or on Ventas, Inc.’s website shall be deemed to satisfy the delivery obligations set forth in this Section 4.03(a). 
  

 58 








 (b) Whether or not required by the Commission, Ventas, Inc. shall file a copy of all of the information
and reports referred to in clauses (a)(1) and (2) above with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make
such information available to securities analysts and prospective investors upon request. 
  
 If Ventas, Inc. has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(b) will include a reasonably detailed
presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of
Ventas, Inc., as applicable, and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Ventas, Inc. 
  
 Section 4.04 Compliance Certificate. 
  
 (a) Ventas, Inc. and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 days after
the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of Ventas, Inc. and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a
view to determining whether Ventas, Inc. has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge Ventas, Inc.
has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of
Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action Ventas, Inc. is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has
occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action Ventas, Inc. is taking or proposes
to take with respect thereto. 
  
 (b) So long as not contrary to
the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.03(a) above shall be accompanied by a written statement of Ventas, Inc.’s
independent public accountants (who shall be a firm of established national reputation) that in completing their audit of such financial statements, nothing has come to their attention that would lead them to believe that Ventas, Inc. has violated
any provisions of Article 4 or Section 5.01(4) (assuming compliance with Sections 5.01(1), (2) and (3)) hereof, insofar as it relates to accounting matters or, if any such violation has occurred, specifying the nature and period of
existence thereof, it being 

  

 59 








 
understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation.

  
 (c) So long as any of the Notes are outstanding, Ventas, Inc.
will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Issuers is taking or proposes to take with
respect thereto. 
  
 Section 4.05 Taxes. 
  
 Ventas, Inc. will pay, and will cause each of its Subsidiaries to pay, prior
to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of
the Notes. 
  
 Section 4.06 Stay, Extension and Usury Laws. 
  
 The Issuers and each of the Guarantors covenants (to the extent that they
may lawfully do so) that they will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect
the covenants or the performance of this Indenture; and the Issuers and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenants that they will not, by resort to
any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted. 
  
 Section 4.07 Restricted Payments. 
  
 (a) Ventas, Inc. shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly: 
  
 (1) declare or
pay any dividend or make any other payment or distribution on account of Ventas, Inc.’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation
involving Ventas, Inc. or any of its Restricted Subsidiaries) or to the direct or indirect holders of Ventas, Inc.’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions
payable (A) in Equity Interests (other than Disqualified Stock) of Ventas, Inc. or (B) to Ventas, Inc. or any of its Restricted Subsidiaries); 
  
 (2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection
with any merger or consolidation involving the Partnership) any Equity Interests of (A) the Partnership or any direct 

  

 60 








 
or indirect parent of the Partnership or (B) any Restricted Subsidiary, including a Permitted Joint Venture (in either case other than Equity
Interests owned by Ventas, Inc. or any of its Restricted Subsidiaries); 
  
 (3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Debt, except a payment of interest or principal at the stated maturity thereof; or

  
 (4) make any Restricted Investment (all such
payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”), 
  

unless, at the time of and after giving effect to such Restricted Payment: 
  
 (1) no Default shall have occurred and be continuing; 
  
 (2) Ventas, Inc. and its Restricted Subsidiaries could incur
at least $1.00 of Debt (other than Permitted Debt) under the terms of the Indenture; and 
  
 (3) the aggregate sum of all Restricted Payments made after the date hereof, excluding Restricted Payments made pursuant to the following
paragraph, shall not exceed the sum of: 
  
 (A)
95% Ventas, Inc.’s and its Restricted Subsidiaries’ aggregate cumulative Funds from Operations accrued on a cumulative basis from April 1, 2002; 
  

(B) the aggregate proceeds or values received after April 17, 2002 from the issuance or sale of Ventas, Inc.’s or the
Partnership’s Equity Interests (other than Disqualified Stock and Equity Interests sold to a Subsidiary of Ventas, Inc.), net of underwriting discounts, commissions, legal fees and similar offering expenses; 
  
 (C) any dividends or other distributions received by Ventas,
Inc. or any of its Restricted Subsidiaries after April 17, 2002 from an Unrestricted Subsidiary of Ventas, Inc., to the extent that such dividends were not otherwise included in Earnings From Operations of Ventas, Inc. for such period, and

  
 (D) to the extent that any Unrestricted
Subsidiary of Ventas, Inc. is or was redesignated as a Restricted Subsidiary after April 17, 2002, the lesser of (i) the Fair Market Value of Ventas, Inc.’s Investment in such Subsidiary as of the date of such redesignation or
(ii) such Fair Market 

  

 61 








 
Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary. 
  
 (b) Notwithstanding the foregoing, the limitations on Restricted Payments
described in Section 4.07(a) shall not apply to the following: 
  
 (1) any distribution or other action which is necessary to maintain Ventas Inc.’s status as a REIT under the Code, if the aggregate principal amount of outstanding Debt of Ventas, Inc. and its Restricted
Subsidiaries on a consolidated basis determined in accordance with GAAP is less than 60% of Adjusted Total Assets; 
  
 (2) any distribution payable in Ventas, Inc.’s Equity Interests (other than Disqualified Stock); 
  
 (3) so long as the Partnership is a partnership and no
Default or Event of Default has occurred and is continuing under the Indenture, distributions to partners of the Partnership in an amount, with respect to any period after April 1, 2002, not to exceed the Tax Amount for such period; 

 
 (4) the redemption, repurchase or other acquisition or
retirement of any Equity Interests in exchange for, or out of the net cash proceeds of a substantially concurrent issue and sale of, Capital Stock to any Person (other than to a Subsidiary of Ventas, Inc.); provided, however, that such
net cash proceeds are excluded from Section 4.07(a)(3)(B); 
  
 (5) any redemption, repurchase or other acquisition or retirement of Subordinated Debt in exchange for, or out of the net cash proceeds of (a) a substantially concurrent issue and sale of, Capital Stock to
any Person (other than to a Restricted Subsidiary of Ventas, Inc.); provided, however, that any such net cash proceeds are excluded from Section 4.07(a)(3)(B) and are not used under Section 4.07(b)(4) or
(b) Permitted Refinancing Debt; 
  
 (6) repurchases of Capital Stock deemed to occur upon the exercise of stock options if such Capital Stock represents a portion of the exercise price thereof and repurchases of Capital Stock deemed to occur upon the withholding of a portion
of the Capital Stock granted or awarded to an employee to pay for the taxes payable by such employee upon such grant or award; 
  
 (7) pro rata dividends and other distributions on the Capital Stock of any Restricted Subsidiary by such Restricted Subsidiary to a
Person other than Ventas, Inc. or any of its Restricted Subsidiaries; 
  

 62 








 (8) the redemption, repurchase or other acquisition or retirement of any Capital Stock of
Ventas, Inc. or any Restricted Subsidiary from any director, officer or employee of Ventas, Inc. or any Restricted Subsidiary, or from such person’s estate, (a) pursuant to any agreement with such director, officer or employee or
(b) upon the death or termination of directorship or employment of such person, in an aggregate amount under this clause (8) not to exceed $1.5 million in any twelve-month period; 
  
 (9) the forgiveness of loans to current or former officers
or directors of Ventas, Inc. in an aggregate principal amount since the date of the Indenture of up to $10.0 million; and 
  
 (10) other Restricted Payments in an aggregate amount not to exceed $100.0 million since the date of the Indenture. 
  
 Ventas, Inc. and its Restricted Subsidiaries shall not be prohibited from
making the payment of any distribution within 60 days of the declaration thereof if at the date of declaration such payment would have complied with the provisions of the immediately preceding paragraph. 
  
 Ventas, Inc. and its Restricted Subsidiaries shall deliver to the Trustee,
within the time period for filing its quarterly report on Form 10-Q as set forth in Section 4.03(a) hereof, an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations
required by this Section 4.07 were computed, together with a copy of any fairness opinion or appraisal required by this Indenture. 
  
 Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries. 
  
 (a) Ventas, Inc. shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or
permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (other than the Partnership or any Excluded Joint Venture) to: 
  
 (1) pay dividends or make any other distributions on their Capital Stock to Ventas, Inc. or any of its
Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, their profits, or pay any indebtedness owed to Ventas, Inc. or any of its Restricted Subsidiaries; 
  
 (2) make loans or advances to Ventas, Inc. or any of its
Restricted Subsidiaries; or 
  
 (3) transfer any
of their properties or assets to Ventas, Inc. or any of its Restricted Subsidiaries. 
  

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 (b) The restrictions in Section 4.08(a) will not apply to encumbrances or restrictions existing
under or by reason of: 
  
 (1) agreements
governing Existing Debt and Credit Facilities as in effect on the date of the Indenture and any amendments, modifications, restatements, extensions, renewals, increases, supplements, refundings, replacements or refinancings of those agreements,
provided, however that the amendments, modifications, restatements, extensions, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and
other payment restrictions than those contained in those agreements on the date of the Indenture; 
  
 (2) the Indenture, the Notes and the Note Guarantees; 
  
 (3) applicable law; 
  
 (4) any instrument governing Debt or Capital Stock of a Person acquired by Ventas, Inc. or any of its
Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person; so acquired, provided, however, that, in the case of Debt, such Debt was permitted by Section 4.09 hereof;

  
 (5) customary non-assignment provisions in
leases entered into in the ordinary course of business and consistent with past practices; 
  
 (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the
nature described in Section 4.08(a)(3); 
  
 (7) any agreement for the sale or other disposition of the stock or assets of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition; 
  
 (8) Liens securing Debt otherwise permitted to be incurred by the Indenture or negative covenants with
respect to Debt permitted to be secured by Liens that limit the right of the debtor to dispose of the assets subject to such Liens or permitted to be subject to such Liens; 
  
 (9) provisions with respect to the disposition or distribution of assets or property in joint venture
agreements, assets sale agreements, stock sale 

  

 64 








 
agreements and other similar agreements entered into in the ordinary course of business; and 
  
 (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into
in the ordinary course of business. 
  
 Section 4.09 Incurrence of Debt.

  
 (a) Ventas, Inc. shall not, and shall not permit any
Restricted Subsidiary to, incur any additional Debt (other than Permitted Debt) if, immediately after giving effect to the incurrence of such additional Debt and the application of the proceeds thereof, the aggregate principal amount of all of
Ventas, Inc.’s and its Restricted Subsidiaries’ outstanding Debt on a consolidated basis determined in accordance with GAAP would be greater than 60% of the sum of (without duplication): 
  
 (1) the Total Assets of Ventas, Inc. and its Restricted
Subsidiaries as of the end of the calendar quarter covered by Ventas, Inc.’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the
Exchange Act, as of the end of the calendar quarter covered by Ventas, Inc.’s most recent report filed with the Trustee) prior to the incurrence of such additional Debt (the “Measurement Date”); and 
  
 (2) the purchase price of any Real Estate Assets or
mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire Real Estate Assets or mortgages receivable or used to reduce Debt), by Ventas, Inc. or any of its
Restricted Subsidiaries on a consolidated basis since the Measurement Date (such sum of clauses (1) and (2) being collectively referred to as “Adjusted Total Assets”). 
  
 (b) In addition to the limitations in Section 4.09(a), Ventas, Inc.
shall not, and shall not permit any Restricted Subsidiary to, incur any Secured Debt (other than Permitted Debt) if, immediately after giving effect to the incurrence of such additional Secured Debt and the application of the proceeds thereof, the
aggregate principal amount of all of Ventas, Inc.’s and its Restricted Subsidiaries’ outstanding Secured Debt on a consolidated basis in accordance with GAAP is greater than 40% of Adjusted Total Assets. 
  
 (c) In addition to the limitations in Sections 4.09(a) and (b),
Ventas, Inc. shall not, and shall not permit any Restricted Subsidiary to, incur any Debt (other than Permitted Debt) if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service for the four consecutive fiscal quarters
ended on the Measurement 

  

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Date shall have been less than 2.0x, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the
assumption that: 
  
 (1) such Debt and any other
Debt incurred by Ventas, Inc. and any of its Restricted Subsidiaries on a consolidated basis since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Debt, had been incurred at the
beginning of such period; 
  
 (2) the repayment
or retirement of any other Debt by Ventas, Inc. and any of its Restricted Subsidiaries on a consolidated basis since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such
computation, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period); 
  
 (3) in the case of Acquired Debt or Debt incurred in connection with any acquisition since the first day of such four-quarter period, the
related acquisition had occurred as of the first day of such period with appropriate pro forma adjustments to, among other things Consolidated Income Available for Debt Service, with respect to such acquisition being included in such pro forma
calculation; and 
  
 (4) in the case of any
acquisition or disposition by Ventas, Inc. or any of its Restricted Subsidiaries on a consolidated basis of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or
sale, such acquisition or disposition or any related repayment of Debt had occurred as of the first day of such period with the appropriate pro forma adjustments with respect to such acquisition or disposition being included in such pro forma
calculation. 
  
 If the Debt giving rise to the need to make the
foregoing calculation or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service, the interest rate on such Debt will be computed on
a pro forma basis as if the average interest rate in effect during the entire such four-quarter period had been the applicable rate for the entire such period; provided, however, that for purposes of calculating Annual Debt Service for
Debt for which there is a corresponding Hedging Obligation, Annual Debt Service shall be calculated after giving effect to the Hedging Obligation. 
  
 Section 4.10 Maintenance of Total Unencumbered Assets. 
  
 Ventas, Inc. and its Restricted Subsidiaries shall maintain Total Unencumbered Assets as of the end of each fiscal quarter of not less than 150% of the
aggregate outstanding principal amount of Ventas, Inc.’s and its Restricted Subsidiaries’ Unsecured 

  

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Debt as of the end of each fiscal quarter, all calculated on a consolidated basis in accordance with GAAP. 
  
 Section 4.11 Asset Sales. 
  
 Ventas, Inc. shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless: 
  
 (1) Ventas, Inc. (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of;

  
 (2) the Fair Market Value is set forth in an
Officers’ Certificate delivered to the Trustee, provided, however, that this clause (2) will not apply to sales of assets pursuant to contracts in effect on the date of the Indenture; and 
  
 (3) at least 75% of the consideration received in the Asset
Sale by Ventas, Inc. or such Restricted Subsidiary is in the form of cash, Cash Equivalents and/or Replacement Assets. For purposes of this provision, each of the following will be deemed to be cash: 
  
 (A) any liabilities, as shown on Ventas, Inc.’s or such
Restricted Subsidiaries’ most recent balance sheet, of Ventas, Inc. or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed
by the transferee of any such assets but, except in the case of an Asset Sale to a Restricted Subsidiary of Ventas, Inc., only to the extent of the reduction in the amount of such liabilities on Ventas, Inc.’s consolidated balance sheet;

  
 (B) any securities, Notes or other
obligations received by Ventas, Inc. or any such Restricted Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by Ventas, Inc. or such Restricted Subsidiary into cash, to the extent of the
cash received in that conversion; 
  
 (C) the
cash amount drawable by Ventas, Inc. under any irrevocable letter of credit provided to Ventas, Inc. as consideration for such Asset Sale (provided that such amount is drawn before the expiration of such irrevocable letter of credit); and

  
 (D) any other consideration received in Asset
Sales since the date of the Indenture that is designated by Ventas, Inc. as “Designated 

  

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Cash Consideration”; provided, however that the aggregate Fair Market Value of all Designated Cash Consideration does not exceed 10% of
Consolidated Net Tangible Assets. 
  
 Within 365 days after the
receipt of any Net Proceeds from an Asset Sale or Qualified CMBS Transaction, Ventas, Inc. may apply those Net Proceeds: 
  
 (1) to repay Debt and other Obligations under a Credit Facility; 
  
 (2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another
Permitted Business; 
  
 (3) to make a capital
expenditure; 
  
 (4) to acquire or enter into a
legally binding obligation to acquire Replacement Assets; 
  
 (5) to acquire other long-term assets that are used or useful in a Permitted Business; or 
  
 (6) to repay obligations under the CMBS Transaction. 
  
 Pending the final application of any Net Proceeds, Ventas, Inc. may temporarily reduce revolving credit borrowings or
otherwise invest the Net Proceeds in any manner that is not prohibited by the Indenture. 
  
 Any Net Proceeds from Asset Sales or Qualified CMBS Transactions that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds.” When the aggregate amount of
Excess Proceeds exceeds $35.0 million, the Issuers will make an Asset Sale Offer or Qualified CMBS Transaction Offer, as applicable, to all Holders of Notes and all holders of other Debt that is pari passu with the Notes containing provisions
similar to those set forth in this Section 4.11 with respect to offers to purchase or redeem with the proceeds of sales of assets or in connection with securitizations to purchase the maximum principal amount of Notes and such other pari
passu Debt that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer or Qualified CMBS Transaction Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Liquidated Damages, if any,
to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer or a Qualified CMBS Transaction Offer, the Issuers may use those Excess Proceeds for any purpose not otherwise prohibited
by the Indenture. If the aggregate principal amount of Notes and other pari passu Debt tendered into such Asset Sale Offer or Qualified CMBS Transaction Offer, as applicable, exceeds the amount of Excess Proceeds, the Trustee will select the
Notes and such other pari passu Debt to be purchased on a pro rata basis. Upon completion of each Asset Sale 

  

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Offer and Qualified CMBS Transaction Offer, the amount of Excess Proceeds will be reset at zero. 
  
 The Issuers will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer or Qualified CMBS Transaction Offer. To the
extent that the provisions of any securities laws or regulations conflict with the Asset Sale or Qualified CMBS Transaction provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be
deemed to have breached their obligations under the Asset Sale or Qualified CMBS Transaction provisions of this Indenture by virtue of such conflict. 
  
 Section 4.12 Transactions with Affiliates. 
  
 (a) Ventas, Inc. shall not, and shall not permit its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any
of their properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate or 10% Stockholder
(each, an “Affiliate Transaction”), unless the Affiliate Transaction is on terms that are no less favorable to Ventas, Inc. or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction
by Ventas, Inc. or such Restricted Subsidiary with an unrelated Person; provided, however, that for an Affiliate Transaction with an aggregate value of $10.0 million or more, at Ventas, Inc.’s option, either: 
  
 (1) a majority of the members of the Board of Directors of
Ventas, Inc. who have no conflicting financial interest in the Affiliate Transaction shall determine in good faith that such Affiliate Transaction is on terms that are not materially less favorable than those that might reasonably have been obtained
in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Ventas, Inc.; or 
  
 (2) the Board of Directors of Ventas, Inc. shall obtain an opinion from a nationally recognized investment banking, appraisal or
accounting firm that such Affiliate Transaction is fair to Ventas, Inc. or the applicable Restricted Subsidiary from a financial point of view. 
  
 (b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.12(a):

  
 (1) directors’ fees, indemnification and
similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with, 

  

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and loans and advances to, any officer, director or employee in the ordinary course of business; 
  
 (2) performance of all agreements in existence on the date
of the Indenture and any modification thereto or any transaction contemplated thereby in any replacement agreement therefor so long as such modification or replacement is not materially more disadvantageous to Ventas, Inc. or any of its Restricted
Subsidiaries than the original agreement in effect on the date of the Indenture; 
  
 (3) customary transactions in connection with a Qualified CMBS Transaction; 
  
 (4) transactions between or among Ventas, Inc. and/or its Restricted Subsidiaries (other than any Permitted
Joint Venture); 
  
 (5) transactions with a
Person (other than a Permitted Joint Venture and its Subsidiaries) that is an Affiliate of Ventas, Inc. or any of its Restricted Subsidiaries solely because Ventas, Inc. or a Restricted Subsidiary owns an Equity Interest in, or controls, such
Person; 
  
 (6) sales of Equity Interests (other
than Disqualified Stock) to Affiliates of Ventas, Inc. or any of its Restricted Subsidiaries; and 
  
 (7) Restricted Payments that are permitted by Section 4.07 hereof. 
  
 Section 4.13 Corporate Existence. 
  
 Except as permitted as by Article 5, Ventas, Inc. and its Restricted Subsidiaries shall do all things necessary to preserve and keep their existence,
rights and franchises; provided, however that the existence of a Restricted Subsidiary may be terminated if the Board of Directors of Ventas, Inc. determines that it is in the best interests of Ventas, Inc. to do so. 
  
 Section 4.14 Offer to Repurchase Upon Change of Control. 
  
 (a) If a Change of Control occurs, each holder of Notes will have the right
to require the Issuers to purchase some or all (in principal amounts of $1,000 or an integral multiple of $1,000) of such holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), unless, after
giving pro forma effect to the Change of Control, (i) Moody’s and S&P shall have confirmed their ratings of the Notes at Ba3 or higher and BB- or higher, respectively, (ii) the ratio of Consolidated Income Available
for Debt Service to Annual Debt Service for the four consecutive fiscal quarters ended on the most recent Measurement Date prior to the date of such Change of Control after such Change of Control is at least equal to the ratio of Consolidated Income
Available for 

  

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Debt Service to Annual Debt Service prior to such Change of Control and (iii) the Person formed by or surviving any consolidation or merger (if
other than the Partnership) or to which any sale, assignment, transfer, conveyance or other disposition has been made forming the basis of the Change of Control is principally engaged in a Permitted Business. 
  
 (b) Any Change of Control Offer will include a cash offer price of 101% of
the principal amount of any Notes purchased plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”). If a Change of Control Offer is required, within 10 Business Days following a Change of
Control, the Issuers shall mail a notice to each holder describing the Change of Control and offering to repurchase Notes on a specified date (the “Change of Control Payment Date”). The Change of Control Payment Date will be no
earlier than 30 days and no later than 60 days from the date the notice is mailed. The notice shall state: 
  
 (1) that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes tendered will be accepted for
payment; 
  
 (2) the purchase price and the
Change of Control Payment Date; 
  
 (3) that any
Note not tendered will continue to accrue interest; 
  
 (4) that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; 

 
 (5) that Holders electing to have any Notes purchased
pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice
prior to the close of business on the third Business Day preceding the Change of Control Payment Date; 
  
 (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the
second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is
withdrawing his election to have the Notes purchased; and 
  
 (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the 

  

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Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 
  
 The Issuers will comply with the requirements of Section 14(e) of the
Exchange Act and any other securities laws or regulations to the extent those laws and regulations are applicable to any Change of Control Offer. If the provisions of any of the applicable securities laws or securities regulations conflict with the
provisions of this Section 4.14, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under this Section 4.14 by virtue of that compliance. 
  
 (c) On the Change of Control Payment Date, the Issuers will, to the extent
lawful: 
  
 (1) accept for payment all Notes
properly tendered and not withdrawn pursuant to the Change of Control Offer; 
  
 (2) deposit the Change of Control Payment with the Paying Agent in respect of all Notes so accepted; and 
  
 (3) deliver to the Trustee the Notes accepted and an Officers’ Certificate stating the aggregate principal amount of all Notes
purchased. 
  
 The Paying Agent will promptly mail to each holder
of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail, or cause to be transferred by book entry, to each holder a new Note in principal amount equal to any unpurchased portion of
the Notes surrendered. 
  
 (d) A third party, instead of the
Issuers, may make the Change of Control Offer in compliance with the requirements set forth in this Section 4.14 and purchase all Notes properly tendered and not withdrawn. In addition, the Issuers shall not be obligated to make or consummate a
Change of Control Offer if they have irrevocably elected to redeem all of the Notes pursuant to Section 3.07 and have not defaulted in their redemption obligations. The provisions under this Section 4.14 may be waived or modified with the
written consent of the Holders of a majority in principal amount of the Notes then outstanding. 
  
 Section 4.15 Payments for Consent. 
  
 The Issuers shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement
to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to 

  

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amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. 
  
 Section 4.16 Additional Note Guarantees. 
  
 If Ventas, Inc. acquires or creates another Subsidiary after the date
hereof, other than an Excluded Joint Venture or a Subsidiary that has properly been designated as an Unrestricted Subsidiary in accordance with this Indenture for so long as it continues to constitute an Excluded Joint Venture or an Unrestricted
Subsidiary, then that newly acquired or created Subsidiary shall become a Guarantor and execute a supplemental indenture and deliver a customary Opinion of Counsel satisfactory to the Trustee within 10 Business Days of the date on which it was
acquired or created. The form of such supplemental indenture is attached as Exhibit F hereto. 
  
 Section 4.17 Ventas Capital Corporation. 
  
 Ventas Capital Corporation may not hold any material assets, become liable for any material obligations or engage in any significant business activities; provided, however that Ventas Capital Corporation
may be a co-obligor with respect to Debt if the Partnership is a primary obligor of such Debt and the net proceeds of such Debt are received by the Partnership or one or more of its Restricted Subsidiaries other than Ventas Capital Corporation.

  
 Section 4.18 Designation of Restricted and Unrestricted Subsidiaries.

  
 The Board of Directors of Ventas, Inc. may designate any
Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by
Ventas, Inc. and its Restricted Subsidiaries in the Subsidiary properly designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 or
Permitted Investments, as determined by Ventas, Inc. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board
of Directors of Ventas, Inc. may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however that such designation will be deemed to be an incurrence of Debt by a Restricted Subsidiary of Ventas, Inc. of
any outstanding Debt of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Debt is permitted under Section 4.09 and 4.10 calculated on a pro forma basis as if such designation had occurred at the
beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. 
  

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 Section 4.19 Changes in Covenants When Notes Graded Investment Grade. 
  
 (a) If following the date of this Indenture: 
  
 (1) the Notes are rated either Baa3 or better by
Moody’s or BBB- or better by S&P (the “Investment Grade Rating”) (or, if either such entity ceases to rate the Notes for reasons outside of the control of Ventas, Inc., the equivalent investment grade credit rating from any
other “nationally recognized statistical rating organization” as that term is used in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by Ventas, Inc. as a replacement agency); and 
  
 (2) no Default or Event of Default shall have occurred and
be continuing, 
  
 then, beginning on that day, and subject to the provisions of
Section 4.19(b) and (c) hereof, the following covenants will be suspended (subject to reinstatement as described in Section 4.19(b) hereof): Sections 4.07, 4.08, 4.09, 4.11, 4.12 and 4.14. The Issuers shall provide the Trustee with an
Officers’ Certificate stating that the conditions set forth in clauses (1) and (2) above have been satisfied. 
  
 (b) Notwithstanding Section 4.19(a) hereof, if the Investment Grade Rating should subsequently decline to below Baa3 or BBB-, respectively, the
foregoing covenants shall be reinstituted as of and from the date of such rating decline. In that case, Section 4.07 shall be interpreted as if it had been in effect since the date of the Indenture except that no Default will be deemed to have
occurred solely by reason of a Restricted Payment made while that covenant was suspended. 
  
 (c) Notwithstanding Section 4.19(b) hereof, neither (1) the continued existence following the reinstatement of the foregoing covenants of facts and circumstances or obligations that were incurred or
otherwise came into existence while the foregoing covenants were suspended nor (2) the performance of any such obligations, including the consummation of any transaction pursuant to, and on materially the same terms as, a contractual
agreement in existence prior to the reinstatement of the foregoing covenants, shall constitute a breach of any such covenants or cause a Default or Event of Default thereunder, provided, however that (A) Ventas, Inc. and
its Restricted Subsidiaries did not incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of the reinstatement of the foregoing covenants and (B) Ventas, Inc. and its Restricted Subsidiaries did
not reasonably believe that such incurrence or actions would result in such reinstatement. For purposes of clause (2) above, any increase in the consideration to be paid prior to such amendment or modification to the terms of an existing
obligation following the reinstatement of the foregoing covenants that does not exceed 10% of the consideration that was to be paid prior to such amendment or modification shall not be deemed a “material” amendment or modification. For
purposes of clauses (A) and (B) above, anticipation and reasonable 

  

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belief may be determined by Ventas, Inc. and shall be conclusively evidenced by a board resolution to such effect adopted by the Board of Directors of
Ventas, Inc. The Board of Directors of Ventas, Inc. in making its determination may, but need not, consult with Moody’s or S&P, as applicable. 
  
 (d) If following the date of this Indenture: 
  
 (1) the Notes are rated both Baa3 or better by Moody’s and BBB- or better by S&P (or, if either such entity ceases to rate the
Notes for reasons outside of the control of Ventas, Inc., the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” as that term is used in Rule 15c3-1(c)(2)(vi)(F) under the
Exchange Act selected by Ventas, Inc. as a replacement agency); and 
  
 (2) no Default or Event of Default shall have occurred and be continuing, 
  
 then, beginning on that date, and subject to the provisions of Section 4.19(e) and (f) hereof, the following covenants will no longer be applicable to the Notes (subject to reinstatement of Section 4.09
as described in Section 4.19(e) hereof): Sections 4.07, 4.08, 4.09, 4.11, 4.12 and 4.14. The Issuers shall provide the Trustee with an Officers’ Certificate stating that the conditions set forth in clauses (1) and (2) above have
been satisfied. 
  
 (e) Notwithstanding Section 4.19(d)
hereof, if the rating assigned by both rating agencies specified in Section 4.19(d)(1) hereof should subsequently decline to below Baa3 and BBB-, respectively, Section 4.09 shall be reinstituted as of and from the date of such ratings
decline. 
  
 (f) Notwithstanding Section 4.19(d) hereof,
neither (1) the continued existence following the reinstatement of Section 4.09 of facts and circumstances or obligations that were incurred or otherwise came into existence while Section 4.09 was suspended nor
(2) the performance of any such obligations, including the consummation of any transaction pursuant to, and on materially the same terms as, a contractual agreement in existence prior to the reinstatement of Section 4.09, shall
constitute a breach of Section 4.09 or cause a Default or Event of Default thereunder, provided, however, that (A) Ventas, Inc. and its Restricted Subsidiaries did not incur or otherwise cause such facts and circumstances or
obligations to exist in anticipation of the reinstatement of Section 4.09 and (B) Ventas, Inc. and its Restricted Subsidiaries did not reasonably believe that such incurrence or actions would result in such reinstatement. For
purposes of clause (2) above, any increase in the consideration to be paid prior to such amendment or modification to the terms of an existing obligation following the reinstatement of Section 4.09 that does not exceed 10% of the
consideration that was to be paid prior to such amendment or modification shall not be deemed a “material” amendment or 

  

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modification. For purposes of clauses (A) and (B) above, anticipation and reasonable belief may be determined by Ventas, Inc. and shall be
conclusively evidenced by a board resolution to such effect adopted by the Board of Directors of Ventas, Inc. The Board of Directors of Ventas, Inc. in making its determination may, but need not, consult with Moody’s and S&P. 
  
 ARTICLE 5 
  
 SUCCESSORS 
  
 Section 5.01 Merger, Consolidation, or Sale of Assets. 
  
 Ventas, Inc. may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Ventas, Inc. is the
surviving corporation); or (2) sell, assign, transfer, convey, lease (other than to an unaffiliated operator in the ordinary course of business) or otherwise dispose of all or substantially all of the properties or assets of Ventas, Inc.
and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless: 
  
 (1) either: 
  
 (A) Ventas, Inc. is the surviving corporation; or 
  
 (B) the Person formed by or surviving any such consolidation or merger (if other than Ventas, Inc.) or to
which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; 
  
 (2) the Person formed by or surviving any such consolidation
or merger (if other than Ventas, Inc.) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Ventas, Inc. under the Notes, the Indenture and the Registration Rights
Agreement pursuant to agreements reasonably satisfactory to the Trustee; 
  
 (3) immediately after such transaction, on a pro forma basis giving effect to such transaction or series of transactions (and treating any obligation of Ventas, Inc. or any Restricted Subsidiary incurred in connection
with or as a result of such transaction or series of transactions as having been incurred at the time of such transaction), no Default or Event of Default exists; and 
  
 (4) Ventas, Inc. or the Person formed by or surviving any such consolidation or merger (if other than
Ventas, Inc.), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the 

  

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date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the
applicable four-quarter period, be permitted to incur at least $1.00 of additional Debt (other than Permitted Debt) pursuant to Section 4.09 hereof. 
  
 In addition, in the case of any lease of all or substantially all of its properties or assets (other than to an unaffiliated operator in the ordinary
course of business), in one or more related transactions, to any other Person the terms of the lease must be reasonably acceptable to the Trustee or to Holders of a majority in principal amount of the Notes. This Section 5.01 will not apply to
a sale, assignment, transfer, conveyance or other disposition of assets between or among Ventas, Inc. and its Restricted Subsidiaries. 
  
 Section 5.02 Successor Corporation Substituted. 
  
 Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, transfer or other disposition of all or substantially all of the
properties or assets of Ventas, Inc. in accordance with Section 5.01, the successor Person formed by such consolidation or into which Ventas, Inc. is merged or to which such sale, assignment, transfer, conveyance or other disposition is made,
shall succeed to, and be substituted for, and may exercise every right and power of, Ventas, Inc. under this Indenture with the same effect as if such successor initially had been named as Ventas, Inc. herein. When a successor assumes all the
obligations of its predecessor under this Indenture and the Notes following a consolidation or merger, or any sale, assignment, transfer, conveyance, transfer or other disposition of 90% or more of the assets of the predecessor in accordance with
the foregoing provisions, the predecessor shall be released from those obligations. 
  
 ARTICLE 6 
  
 DEFAULTS AND REMEDIES

  
 Section 6.01 Events of Default. 
  
 Each of the following is an “Event of Default”: 
  
 (1) Ventas, Inc. or its Restricted Subsidiaries do not pay
the principal or any premium on the Notes when due and payable; 
  
 (2) Ventas, Inc. or its Restricted Subsidiaries do not pay interest on the Notes within 30 days after the applicable due date; 
  

(3) Ventas, Inc. or its Restricted Subsidiaries fail to make or consummate a Change of Control Offer following a Change of Control when
required under Section 4.14; 
  

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 (4) Ventas, Inc. or its Restricted Subsidiaries remain in breach of any other term of the
Indenture for 60 days after they receive a notice of Default stating they are in breach. Either the Trustee or the Holders of more than 25% in principal amount of the then outstanding Notes may send the notice; 
  
 (5) Final judgments aggregating in excess of $50.0 million
(exclusive of amounts covered by insurance) are entered against Ventas, Inc. and its Restricted Subsidiaries and are not paid, discharged or stayed for a period of 60 days; 
  
 (6) Ventas, Inc. or its Restricted Subsidiaries default under any of their indebtedness in an aggregate
principal amount exceeding $50.0 million after the expiration of any applicable grace period, which default results in the acceleration of the maturity of such indebtedness. Such default is not an Event of Default if the other indebtedness is
discharged, or the acceleration is rescinded or annulled, within a period of 10 days after Ventas, Inc. or its Restricted Subsidiaries receives notice specifying the default and requiring that they discharge the other indebtedness or cause the
acceleration to be rescinded or annulled. Either the Trustee or the Holders of more than 25% in principal amount of the Notes then outstanding may send the notice; 
  
 (7) Ventas, Inc. or any of its Significant Subsidiaries, or any group of Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary: 
  
 (A) commences a voluntary case; 
  
 (B)
consents to the entry of an order for relief against it in an involuntary case; 
  
 (C) consents to the appointment of a custodian of it or for all or substantially all of its property; 
  
 (D) makes a general assignment for the benefit of its
creditors; or 
  
 (E) generally is not paying its
debts as they become due; or 
  
 (8) a court of
competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
  
 (A) is for relief against Ventas, Inc. or any of its Significant Subsidiaries, or any group of Subsidiaries that, taken as a whole, would
constitute a Significant Subsidiary, in an involuntary case; 
  

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 (B) appoints a custodian of Ventas, Inc. or any of its Significant Subsidiaries, or any
group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, or for all or substantially all of the property of Ventas, Inc. or any of its Significant Subsidiaries, or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary; or 
  
 (C) orders the liquidation of Ventas, Inc. or any of its Significant Subsidiaries, or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; 
  
 and the order or decree remains unstayed and in effect for 60 consecutive days. 
  
 Section 6.02 Acceleration. 
  
 In the case of an Event of Default specified in clause (7) or
(8) of Section 6.01 hereof, with respect to Ventas, Inc. or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and
payable immediately without further action or notice. If any other Event of Default occurs and has not been cured, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the entire principal amount
of the Notes to be due and immediately payable by written notice to the Partnership, Ventas, Inc. and the Trustee. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal amount
of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind and annul an acceleration and its consequences if the rescission or annulment would not conflict with any judgment or decree and if all
existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. 
  
 Section 6.03 Other Remedies. 
  
 If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium and Liquidated
Damages, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
  
 The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the
extent permitted by law. 
  

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 Section 6.04 Waiver of Past Defaults. 
  
 Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may
on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium and Liquidated Damages, if any, or
interest on, the Notes (excluding in connection with a Change of Control Offer or an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an
acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for
every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 
  
 Section 6.05 Control by Majority. 
  
 Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the
rights of other Holders of Notes or that may involve the Trustee in personal liability. 
  
 Section 6.06 Limitation on Suits. 
  
 A Holder of
a Note may pursue a remedy with respect to this Indenture or the Notes only if: 
  
 (1) the Holder of a Note must give the Trustee written notice that an Event of Default has occurred and remains uncured; 
  
 (2) the Holders of at least a majority in principal amount
of all outstanding Notes must make a written request that the Trustee take action because of the Default, and must offer reasonable indemnity to the Trustee against the cost and other liabilities of taking that action; 
  
 (3) the Trustee must have not taken action for 60 days after
receipt of the notice and offer of indemnity; and 
  
 (4) the Holders of at least a majority in principal amount of all outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. 
  

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 A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to
obtain a preference or priority over another Holder of a Note. 
  
 Section 6.07
Rights of Holders of Notes to Receive Payment. 
  
 Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium and Liquidated Damages, if any, and interest on the Note, on or after the respective due dates expressed in
the Note (excluding in connection with a Change of Control Offer or an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such
Holder. 
  
 Section 6.08 Collection Suit by Trustee. 
  
 If an Event of Default specified in Section 6.01(1) or (2) occurs
and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium and Liquidated Damages, if any, and interest remaining unpaid on
the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel. 
  
 Section 6.09 Trustee May File
Proofs of Claim. 
  
 The Trustee is authorized to file such
proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money
or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to
receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of 

  

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any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding. 
  
 Section
6.10 Priorities. 
  
 If the Trustee collects any money
pursuant to this Article 6, it shall pay out the money in the following order: 
  
 First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and
the costs and expenses of collection; 
  
 Second: to
Holders of Notes for amounts due and unpaid on the Notes for principal, premium and Liquidated Damages, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal,
premium and Liquidated Damages, if any and interest, respectively; and 
  
 Third: to the Issuers or to such party as a court of competent jurisdiction shall direct. 
  
 The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10. 
  
 Section 6.11 Undertaking for Costs. 
  
 In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not
apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes. 
  
 ARTICLE 7 
  
 TRUSTEE 
  
 Section 7.01 Duties of Trustee. 
  
 (a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same 

  

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degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

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

  
 (1) the duties of the Trustee will be
determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and 
  
 (2) in the absence
of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. 
  
 (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except
that: 
  
 (1) this paragraph does not limit the
effect of paragraph (b) of this Section 7.01; 
  
 (2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 
  
 (3) the Trustee will not be liable with respect to any
action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. 
  
 (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section 7.01. 
  
 (e) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any
Holders, unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. 
  
 (f) The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money held in
trust by the Trustee need not be segregated from other funds except to the extent required by law. 
  

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 Section 7.02 Rights of Trustee. 
  
 (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by
the proper Person. The Trustee need not investigate any fact or matter stated in the document. 
  
 (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith
in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in
respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 
  
 (c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due
care. 
  
 (d) The Trustee will not be liable for any action it
takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. 
  
 (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers will be sufficient if signed by an
Officer of the Issuers. 
  
 (f) The Trustee will be under no
obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and
liabilities that might be incurred by it in compliance with such request or direction. 
  
 Section 7.03 Individual Rights of Trustee. 
  
 The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights it would have if it were not Trustee. However, in the
event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is
also subject to Sections 7.10 and 7.11 hereof. 
  

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 Section 7.04 Trustee’s Disclaimer. 
  
 The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the
Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it will not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant
to this Indenture other than its certificate of authentication. 
  
 Section
7.05 Notice of Defaults. 
  
 If a Default or Event of Default
occurs and is continuing and if it is known to the Trustee, the Trustee will mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of
principal of, premium or Liquidated Damages, if any, or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of
the Holders of the Notes. 
  
 Section 7.06 Reports by Trustee to Holders of the
Notes. 
  
 (a) Within 120 days after the end of each fiscal
year beginning with the end of the fiscal year following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA
§ 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA § 313(b)(2). The Trustee will also transmit
by mail all reports as required by TIA § 313(c). 
  
 (b) A
copy of each report at the time of its mailing to the Holders of Notes will be mailed by the Trustee to the Issuers and filed by the Trustee with the Commission and each stock exchange on which the Notes are listed in accordance with TIA §
313(d). The Issuers will promptly notify the Trustee when the Notes are listed on any stock exchange. 
  
 Section 7.07 Compensation and Indemnity. 
  
 (a) The Issuers will pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder. The Trustee’s compensation will not be limited by any law on
compensation of a trustee of an express trust. The Issuers will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the 

  

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compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

  
 (b) The Issuers and the Guarantor will indemnify the Trustee
against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the
Issuers and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers, the Guarantors or any Holder or any other Person) or liability in connection with the exercise or performance of
any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee will notify the Issuers promptly of any claim for which it may seek indemnity. Failure by
the Trustee to so notify the Issuers will not relieve the Issuers or any of the Guarantors of their obligations hereunder. The Issuers or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have
separate counsel and the Issuers will pay the reasonable fees and expenses of such counsel. Neither the Issuers nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. 
  
 (c) The obligations of the Issuers and the Guarantors under this
Section 7.07 will survive the satisfaction and discharge of this Indenture. 
  
 (d) To secure the Issuers’ payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to
pay principal and interest on particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture. 
  
 (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(7) or (8) hereof occurs, the
expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 
  
 (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable. 
  
 Section 7.08 Replacement of Trustee. 
  
 (a) A resignation or removal of the Trustee and appointment of a successor
Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. 
  
 (b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority
in principal 

  

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amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may remove the Trustee if:

  
 (1) the Trustee fails to comply with
Section 7.10 hereof; 
  
 (2) the Trustee is
adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; 
  
 (3) a custodian or public officer takes charge of the Trustee or its property; or 
  
 (4) the Trustee becomes incapable of acting. 
  
 (c) If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Issuers will promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee
to replace the successor Trustee appointed by the Issuers. 
  
 (d)
If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuers, or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court
of competent jurisdiction for the appointment of a successor Trustee. 
  
 (e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee. 
  
 (f) A successor
Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers
and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing
to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof
will continue for the benefit of the retiring Trustee. 
  

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 Section 7.09 Successor Trustee by Merger, etc. 
  
 If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business
to, another corporation, the successor corporation without any further act will be the successor Trustee. 
  
 Section 7.10 Eligibility; Disqualification. 
  
 There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition.

  
 This Indenture will always have a Trustee who satisfies the
requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b). 
  
 Section 7.11 Preferential Collection of Claims Against Issuers. 
  
 The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed
shall be subject to TIA § 311(a) to the extent indicated therein. 
  
 ARTICLE 8 
  
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE

  
 Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

  
 The Issuers may, at the option of their Board of
Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this
Article 8. 
  
 Section 8.02 Legal Defeasance and Discharge. 
  
 Upon the Issuers’ exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all
outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will
be deemed to have paid and discharged the entire Debt represented by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” 

  

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only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have
satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following
provisions which will survive until otherwise terminated or discharged hereunder: 
  
 (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Liquidated
Damages, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof; 
  
 (2) the Issuers’ obligations with respect to such Notes under Article 2 and Section 4.02 hereof; 
  
 (3) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith; and 
  
 (4) this Article 8. 
  
 Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of their
option under Section 8.03 hereof. 
  
 Section 8.03 Covenant Defeasance.

  
 Upon the Issuers’ exercise under Section 8.01
hereof of the option applicable to this Section 8.03, the Issuers and the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants
contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.14, 4.15, 4.16, 4.17, 4.18 hereof and clause (4) of Section 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04
hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences
of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Issuers and the Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply
will not constitute a 

  

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Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Note
Guarantees will be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(3) through 6.01(6) hereof will not constitute Events of Default. 
  
 Section 8.04 Conditions to Legal or Covenant Defeasance. 
  
 In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: 
  
 (1) the Issuers must irrevocably deposit with the Trustee,
in trust, for the benefit of the Holders, cash in United States dollars, non-callable U.S. government or U.S. government agency notes or bonds(or depositary receipts representing these notes or bonds), or any combination thereof, in such amounts as
will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium and Liquidated Damages, if any, and interest on the outstanding Notes on the stated date for payment thereof or on
the applicable redemption date, as the case may be; 
  
 (2) in the case of an election under Section 8.02 hereof, the Issuers have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that: 
  
 (A) the Issuers have received from, or there has been
published by, the IRS a ruling; or 
  
 (B) since
the date of this Indenture, there has been a change in the applicable federal income tax law, 
  
 in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result
of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 
  
 (3) in the case of an election under Section 8.03
hereof, the Issuers must deliver to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the 

  

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same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 
  
 (4) no Default or Event of Default shall have occurred and
be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); 
  
 (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture) to which Ventas, Inc. or any of its Restricted Subsidiaries is a party or by which Ventas, Inc. or any of its Restricted Subsidiaries is bound; 
  
 (6) the Issuers must deliver to the Trustee an
Officers’ Certificate stating that the deposit was not made by Issuers with the intent of preferring the Holders of Notes over the other creditors of Issuers with the intent of defeating, hindering, delaying or defrauding any other creditors of
the Issuers or others; and 
  
 (7) the Issuers
must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 
  
 Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions. 
  
 Subject to Section 8.06
hereof, all money and U.S. government or U.S. government agency notes or bonds (or depositary receipts representing these notes or bonds), or any combination thereof (including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium and Liquidated Damages, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. 
  
 The Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash
or non-callable U.S. government or U.S. government agency notes or bonds deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of the outstanding Notes. 
  

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 Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the
Issuers from time to time upon the request of the Issuers any money or non-callable U.S. government or U.S. government agency notes or bonds held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 
  
 Section 8.06 Repayment to Issuers. 
  
 Any money
deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium or Liquidated Damages, if any, or interest on any Note and remaining unclaimed for two years after such principal,
premium or Liquidated Damages, if any, or interest has become due and payable shall be paid to the Issuers on their request or (if then held by the Issuers) will be discharged from such trust; and the Holder of such Note will thereafter be permitted
to look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, will thereupon cease; provided, however, that
the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuers cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains
unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuers. 
  
 Section 8.07 Reinstatement. 
  
 If the Trustee or Paying Agent is unable to apply any United States dollars
or non-callable U.S. government or U.S. government agency notes or bonds in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Issuers’ and the Guarantor’s obligations under this Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, the principles of
Section 4.19(b) and (c) shall apply following such reinstatement; provided further, however, that if the Issuers makes any payment of principal of, premium or Liquidated Damages, if any, or interest on any Note
following the reinstatement of its obligations, the Issuers will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 
  

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 ARTICLE 9 
  
 AMENDMENT, SUPPLEMENT AND WAIVER 
  
 Section 9.01 Without Consent of Holders of Notes. 
  
 Notwithstanding Section 9.02 of this Indenture, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Note
Guarantees or the Notes without the consent of any Holder of a Note: 
  
 (1) to cure any ambiguity, defect or inconsistency; 
  
 (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; 
  
 (3) to provide for the assumption of the Issuers’
obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets; 
  
 (4) to add additional Guarantees with respect to the Notes; 
  
 (5) to secure the Notes; 
  
 (6) to make any other change that would provide any additional rights or benefits to the Holders of Notes or
that does not adversely affect the legal rights under the Indenture of any such holder; or 
  
 (7) to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust
Indenture Act. 
  
 Section 9.02 With Consent of Holders of Notes.

  
 Except as provided below in this Section 9.02, the
Issuers and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.11 and 4.14 hereof), the Note Guarantees and the Notes with the consent of the Holders of at least a majority in principal amount of
the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and,
subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Liquidated Damages, if any, or interest on the Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then
outstanding Notes voting as a single class (including consents obtained in connection with a tender 

  

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offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes are considered to be “outstanding”
for purposes of this Section 9.02. 
  
 It is not be necessary
for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance thereof. 
  
 After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Issuers will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, will not, however, in any way impair or
affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive
compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held
by a non-consenting Holder): 
  
 (1) reduce the
principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; 
  
 (2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes
(other than Sections 3.09, 4.11 and 4.14 hereof); 
  
 (3) reduce the rate of or change the time for payment of interest on any Note; 
  
 (4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Liquidated Damages, if any, on the
Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment Default that resulted from such acceleration); 
  
 (5) make any Note payable in money other than that stated in
the Notes; 
  
 (6) make any change in
Section 6.04 or 6.07 hereof relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on the Notes; 
  
 (7) waive a redemption payment with respect to any Note
(other than Sections 4.11 and 4.14 hereof); 
  

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 (8) release any Guarantor from any of its obligations under its Note Guarantee or the
Indenture, except in accordance with the terms of the Indenture; or 
  
 (9) make any change in the amendment and waiver provisions set forth in clauses (1) through (8) of this Section 9.02. 
  
 Section 9.03 Compliance with Trust Indenture Act. 
  
 Every amendment or supplement to this Indenture or the Notes will be set forth in a amended or supplemental indenture that
complies with the TIA as then in effect. 
  
 Section 9.04 Revocation and Effect
of Consents. 
  
 Until an amendment, supplement or waiver
becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation
of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment
becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 
  
 Section 9.05 Notation on or Exchange of Notes. 
  
 The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers in exchange for
all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 
  
 Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver. 

 
 Section 9.06 Trustee to Sign Amendments, etc. 
  
 Upon the request of the Issuers accompanied by a resolution of their Board
of Directors authorizing the execution of any amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the
documents described in Section 7.02 hereof, the Trustee will join with the Issuers in the execution of an amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties,
liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. In executing any 

  

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amended or supplemental indenture, the Trustee will be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon,
in addition to the documents required by Section 12.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.

  
 ARTICLE 10 
  
 NOTE GUARANTEES 
  
 Section 10.01 Note Guarantee. 
  
 (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, 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 this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: 
  
 (1) the principal of, 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 
  
 (2) 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
will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 
  
 (b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity
or enforceability of the Notes or this 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. Each Guarantor hereby waives 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 

  

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against the Issuers, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance
of the obligations contained in the Notes and this Indenture. 
  
 (c) 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, will be reinstated in full force and effect. 
  
 (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and
(2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this
Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. 
  
 Section 10.02 Limitation on Guarantor Liability. 
  
 Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms
that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or
any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will, after giving
effect to any maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of
any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. 
  
 Section 10.03 Execution and Delivery of Note Guarantee. 
  
 To evidence its Note Guarantee set forth in Section 10.01, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached as 

  

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Exhibit E hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture will be
executed on behalf of such Guarantor by one of its Officers. 
  
 Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 
  
 If an Officer whose signature is on this Indenture or on the Note Guarantee
no longer holds that office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless. 
  

The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set forth in
this Indenture on behalf of the Guarantors. 
  
 In the event that
the Issuers create or acquire any Restricted Subsidiary after the date of this Indenture, if required by Section 4.16 hereof, the Issuers will cause such Restricted Subsidiary to comply with the provisions of Section 4.16 hereof and this
Article 10, to the extent applicable. 
  
 Section 10.04 Guarantors May
Consolidate, etc., on Certain Terms. 
  
 Except as otherwise
provided in Section 10.05, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than
the Issuers or another Guarantor, unless: 
  
 (1)
immediately after giving effect to that transaction, no Default or Event of Default exists; and 
  
 (2) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or
surviving any such consolidation or merger assumes all the obligations of that Guarantor under the Indenture, its Note Guarantee and the Registration Rights Agreement pursuant a supplemental indenture in the form of Exhibit F attached hereto.

  
 In case of any such consolidation, merger, sale or conveyance
and upon the assumption by the successor Person, by supplemental indenture, in the form of Exhibit F attached hereto, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this
Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or
all of the Note Guarantees to be 

  

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endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note
Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had
been issued at the date of the execution hereof. 
  
 Except as set
forth in Articles 4 and 5 hereof, and notwithstanding this Section 10.04, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Issuers or another Guarantor, or will
prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuers or another Guarantor. 
  
 Section 10.05 Releases Following Sale of Assets. 
  
 The Note Guarantee of a Guarantor will be released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of a
Guarantor in accordance with the provisions of (1) or (2) below shall not be required to assume the obligations of any such Guarantor: 
  
 (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of
merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary (other than a Permitted Joint Venture) of Ventas, Inc., if the sale or other disposition complies with
Section 4.11 hereof; 
  
 (2) in connection
with any sale of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary (other than a Permitted Joint Venture) of Ventas, Inc., if the sale complies with
Section 4.11 hereof; 
  
 (3) if the Issuers
or Ventas, Inc. designate any Restricted Subsidiary that is a Guarantor to be an Excluded Joint Venture or an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or 
  
 (4) in the event that the Issuers exercise their discharge
or full defeasance options pursuant to Article 8. 
  
 Any
Guarantor not released from its obligations under its Note Guarantee will remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

  

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 Section 10.06 Releases Following Investment Grade Ratings. 
  
 In addition, if, following the date of this Indenture: 
  
 (1) the Notes are rated both Baa3 or better by Moody’s
and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of Ventas, Inc., the equivalent investment grade credit rating from any other “nationally recognized statistical rating
organization” as that term is used in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by Ventas, Inc. as a replacement agency); 
  
 (2) each rating agency specified in clause (1) above provides written notice to the Issuers and the Trustee stating that the release
of all of the Note Guarantees will not cause the rating assigned by such rating agency to decline to below Baa3 or BBB-, as applicable; and 
  
 (3) no Default or Event of Default shall have occurred and be continuing, 
  
 then, beginning on that day, the Note Guarantee of each Guarantor will be released. The Issuers shall provide the Trustee with an
Officers’ Certificate stating that the conditions set forth in clauses (1), (2) and (3) above have been satisfied. 
  
 ARTICLE 11 
  
 SATISFACTION AND DISCHARGE 
  
 Section 11.01 Satisfaction and Discharge. 
  
 This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: 
  
 (1) either: 
  
 (A) all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose
payment money has theretofore been deposited in trust and thereafter repaid to the Issuers) have been delivered to the Trustee for cancellation; or 
  
 (B) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice
of redemption or otherwise or will become due and payable within one year and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the 

  

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benefit of the Holders, cash in U.S. dollars, non-callable U.S. government or U.S. government agency notes or bonds, or a combination thereof, in such
amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Liquidated Damages, if any, and
accrued interest to the date of maturity or redemption; 
  
 (2) no Default or Event of Default has occurred and is continuing on the date of such deposit or will occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a
default under, any other instrument to which the Issuers or any Guarantor are a party or by which the Issuers or any Guarantor are bound; 
  
 (3) the Issuers or any Guarantor have paid or caused to be paid all sums payable by them under this Indenture; and 
  
 (4) the Issuers have delivered irrevocable instructions to
the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. 
  
 In addition, the Issuers must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied. 
  
 Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the provisions of Section 11.02 and Section 8.06
will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. 
  
 Section 11.02 Application of Trust Money. 
  
 Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 11.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as their
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other
funds except to the extent required by law. 
  
 If the Trustee or
Paying Agent is unable to apply any money or U.S. government or U.S. government agency notes or bonds in accordance with Section 11.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental 

  

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authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and any Guarantor’s obligations under this Indenture and
the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01; provided that the principles of Section 4.19(b) and (c) shall apply; provided further, however, if the
Issuers have made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of their obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the
money or U.S. government or U.S. government agency notes or bonds held by the Trustee or Paying Agent. 
  
 ARTICLE 12 
  
 MISCELLANEOUS 
  
 Section 12.01 Trust Indenture Act Controls.

  
 If any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by TIA §318(c), the imposed duties will control. 
  
 Section 12.02 Notices. 
  
 Any notice or
communication by the Issuers, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air
courier guaranteeing next day delivery, to the others’ address: 
  
 If to the Issuers and/or any Guarantor: 
  
 Ventas, Inc.

 10350 Ormsby Park Place, Suite 300 
 Louisville, Kentucky 40223 
 Telecopier No.: (502) 357-9001 
 Attention: General Counsel 
  
 With a copy to: 
  
 Willkie Farr & Gallagher 
 787
Seventh Avenue 
 New York, New York 10019-6099 
 Telecopier No.: (212) 728-8111 
 Attention: Leslie Mazza, Esquire 
  

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 If to the Trustee: 
  
 U.S. Bank National Association 
 425 Walnut ML CN WN 06 CT 
 Cincinnati, Ohio 45202 
 Telecopier No.: (513) 632-5511 
 Attention: Corporate Trust Administration 
  
 The
Issuers, any Guarantor or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications. 
  
 All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next
day delivery. 
  
 Any notice or communication to a Holder will be
mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication will also be so mailed
to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. 
  
 If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it. 
  
 If the Issuers mail a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time. 
  
 Section 12.03 Communication by Holders of Notes with Other Holders of Notes. 
  
 Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture
or the Notes. The Issuers, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 
  
 Section 12.04 Certificate and Opinion as to Conditions Precedent. 
  
 Upon any request or application by the Issuers to the Trustee to take any action under this Indenture, the Issuers shall furnish to the Trustee:

  
 (1) an Officers’ Certificate in form and
substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent 

  

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and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and 
  
 (2) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which must include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 
  
 Section 12.05 Statements Required in Certificate or Opinion. 
  
 Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include: 
  
 (1) a statement that the Person making such certificate or opinion has read such covenant or condition;

  
 (2) a brief statement as to the nature and
scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
  
 (3) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or
her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and 
  
 (4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied. 
  
 Section 12.06 Rules by Trustee and Agents. 
  
 The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. 
  
 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders. 
  
 No director, officer, employee or stockholder of Ventas, Inc. or any of its Subsidiaries, as such, will have any liability
for any obligations of Ventas, Inc. or any of its Subsidiaries under the Notes or the Indenture based on, in respect of, or by reason of such obligations or their creation. Each holder by accepting a Note waives and releases all such liability. The
foregoing waiver and release are an integral part of the consideration for the issuance of the Notes. 
  

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 Section 12.08 Governing Law. 
  
 THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE
GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 
  
 Section 12.09 No Adverse Interpretation of Other Agreements. 
  
 This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuers or their Subsidiaries
or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
  
 Section 12.10 Successors. 
  
 All agreements of the Issuers in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.05. 
  
 Section 12.11 Severability. 
  
 In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby. 
  
 Section
12.12 Counterpart Originals. 
  
 The parties may sign any
number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement. 
  
 Section 12.13 Table of Contents, Headings, etc. 
  
 The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof. 
  
 [Signatures on following page] 
  

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 SIGNATURES 
  
 Dated as of December 9, 2005 
  

			
	 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



  

			
	 GUARANTORS:

	
	 Ventas, Inc.

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	 Executive Vice President,
 General Counsel and Corporate Secretary



  

 106 









			
	 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


  

 107 









			
	 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


  

 108 









			
	 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


  

 109 









			
	 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


  

			
	 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


  

 110 









			
	 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
	
	 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


  

 111 









			
	 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
	
	 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


  

 112 









			
	 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
	
	 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


  

 113 









			
	 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


  

 114 









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

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

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	Secretary


  

			
	 ET Wayne Finance, L.L.C.

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	Secretary


  

			
	 ET Wayne Finance, Inc.

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	Chairman, Executive Vice President and Secretary


  

			
	 Ventas Management, LLC

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	 Executive Vice President,
 General Counsel and Corporate Secretary



  

 115 









			
	 Ventas Framingham, LLC

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	 Executive Vice President,
 General Counsel and Corporate Secretary



  

			
	 Ventas Sun LLC

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	 Executive Vice President,
 General Counsel and Corporate Secretary



  

			
	 Ventas Cal Sun LLC

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	 Executive Vice President,
 General Counsel and Corporate Secretary



  

			
	 Ventas Provident, LLC

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	 Executive Vice President,
 General Counsel and Corporate Secretary



  

 116 









			
	 PSLT GP, LLC

		
	By:	 	 Ventas Provident, LLC, its Sole Member

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	 Executive Vice President,
 General Counsel and Corporate Secretary



  

			
	 PSLT OP, L.P.

		
	By:	 	 PSLT GP, LLC, its General Partner

	By:	 	 Ventas Provident, LLC, its Sole Member

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	 Executive Vice President,
 General Counsel and Corporate Secretary



  

			
	 PSLT-BLC Properties Holdings, LLC

		
	By:	 	 PSLT OP, L.P., its Sole Member

	By:	 	 PSLT GP, LLC, its General Partner

	By:	 	 Ventas Provident, LLC, its Sole Member

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	 Executive Vice President,
 General Counsel and Corporate Secretary



  

 117 









			
	 Brookdale Living Communities of Arizona-EM, LLC

		
	By:	 	 PSLT-BLC Properties Holdings, LLC,
 its Sole Member

	By:	 	 PSLT OP, L.P., its Sole Member

	By:	 	 PSLT GP, LLC, its General Partner

	By:	 	 Ventas Provident, LLC, its Sole Member

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	 Executive Vice President,
 General Counsel and Corporate Secretary



  

			
	 Brookdale Living Communities of California, LLC

		
	By:	 	 PSLT-BLC Properties Holdings, LLC, its Sole Member

	By:	 	 PSLT OP, L.P., its Sole Member

	By:	 	 PSLT GP, LLC, its General Partner

	By:	 	 Ventas Provident, LLC, its Sole Member

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	 Executive Vice President,
 General Counsel and Corporate Secretary



  

 118 









			
	 Brookdale Living Communities of

	 California-RC, LLC

		
	By:	 	 PSLT-BLC Properties Holdings, LLC,

	 	 	 its Sole Member

	By:	 	 PSLT OP, L.P., its Sole Member

	By:	 	 PSLT GP, LLC, its General Partner

	By:	 	 Ventas Provident, LLC, its Sole Member

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	Executive Vice President,
	 	 	General Counsel and Corporate Secretary
	
	 Brookdale Living Communities of

	 California-San Marcos, LLC

		
	By:	 	 PSLT-BLC Properties Holdings, LLC,

	 	 	 its Sole Member

	By:	 	 PSLT OP, L.P., its Sole Member

	By:	 	 PSLT GP, LLC, its General Partner

	By:	 	 Ventas Provident, LLC, its Sole Member

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	Executive Vice President,
	 	 	General Counsel and Corporate Secretary


  

 119 









			
	 Brookdale Living Communities of Illinois-

	 2960, LLC

		
	By:	 	 PSLT-BLC Properties Holdings, LLC,

	 	 	 its Sole Member

	By:	 	 PSLT OP, L.P., its Sole Member

	By:	 	 PSLT GP, LLC, its General Partner

	By:	 	 Ventas Provident, LLC, its Sole Member

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	Executive Vice President,
	 	 	General Counsel and Corporate Secretary
	
	 Brookdale Living Communities of Illinois-

	 II, LLC

		
	By:	 	 PSLT-BLC Properties Holdings, LLC,

	 	 	 its Sole Member

	By:	 	 PSLT OP, L.P., its Sole Member

	By:	 	 PSLT GP, LLC, its General Partner

	By:	 	 Ventas Provident, LLC, its Sole Member

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	Executive Vice President,
	 	 	General Counsel and Corporate Secretary


  

 120 









			
	 BLC of California-San Marcos, L.P.

		
	By:	 	 Brookdale Living Communities of

	 	 	 California-San Marcos, LLC,

	 	 	 its General Partner

	By:	 	 PSLT-BLC Properties Holdings, LLC,

	 	 	 its Sole Member

	By:	 	 PSLT OP, L.P., its Sole Member

	By:	 	 PSLT GP, LLC, its General Partner

	By:	 	 Ventas Provident, LLC, its Sole Member

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	Executive Vice President,
	 	 	General Counsel and Corporate Secretary
	
	 Brookdale Holdings, LLC

		
	By:	 	 PSLT-BLC Properties Holdings, LLC,

	 	 	 its Sole Member

	By:	 	 PSLT OP, L.P., its Sole Member

	By:	 	 PSLT GP, LLC, its General Partner

	By:	 	 Ventas Provident, LLC, its Sole Member

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	Executive Vice President,
	 	 	General Counsel and Corporate Secretary


  

 121 









			
	 Brookdale Living Communities of Indiana-

	 OL, LLC

		
	By:	 	 PSLT-BLC Properties Holdings, LLC,

	 	 	 its Sole Member

	By:	 	 PSLT OP, L.P., its Sole Member

	By:	 	 PSLT GP, LLC, its General Partner

	By:	 	 Ventas Provident, LLC, its Sole Member

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	Executive Vice President,
	 	 	General Counsel and Corporate
	 	 	Secretary
	
	 Brookdale Living Communities of

	 Massachusetts-RB, LLC

		
	By:	 	PSLT-BLC Properties Holdings, LLC,
	 	 	 its Sole Member

	By:	 	 PSLT OP, L.P., its Sole Member

	By:	 	 PSLT GP, LLC, its General Partner

	By:	 	 Ventas Provident, LLC, its Sole Member

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	Executive Vice President,
	 	 	General Counsel and Corporate
	 	 	Secretary


  

 122 









			
	 Brookdale Living Communities of
 Minnesota, LLC

		
	By:	 	 PSLT-BLC Properties Holdings, LLC,

	 	 	 its Sole Member

	By:	 	 PSLT OP, L.P., its Sole Member

	By:	 	 PSLT GP, LLC, its General Partner

	By:	 	 Ventas Provident, LLC, its Sole Member

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	 Executive Vice President,
 General Counsel and Corporate Secretary



  

			
	 Brookdale Living Communities of
 New York-GB, LLC

		
	By:	 	 PSLT-BLC Properties Holdings, LLC,

	 	 	 its Sole Member

	By:	 	 PSLT OP, L.P., its Sole Member

	By:	 	 PSLT GP, LLC, its General Partner

	By:	 	 Ventas Provident, LLC, its Sole Member

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	 Executive Vice President,
 General Counsel and Corporate Secretary



  

 123 









			
	 Brookdale Living Communities of

	 Washington-PP, LLC

		
	By:	 	 PSLT-BLC Properties Holdings, LLC,
 its Sole Member

	By:	 	 PSLT OP, L.P., its Sole Member

	By:	 	 PSLT GP, LLC, its General Partner

	By:	 	 Ventas Provident, LLC, its Sole Member

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	 Executive Vice President,
 General Counsel and Corporate Secretary



  

			
	 The Ponds of Pembroke Limited Partnership

		
	By:	 	 Brookdale Holdings, LLC, its General Partner

	By:	 	 PSLT-BLC Properties Holdings, LLC,

	 	 	 its Sole Member

	By:	 	 PSLT OP, L.P., its Sole Member

	By:	 	 PSLT GP, LLC, its General Partner

	By:	 	 Ventas Provident, LLC, its Sole Member

		
	By:	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	 Executive Vice President,
 General Counsel and Corporate Secretary



  

 124 









			
	 River Oaks Partners

		
	 By:
	 	 Brookdale Holdings, LLC, its General Partner

	 By:
	 	 PSLT-BLC Properties Holdings, LLC,

	 	 	 its Sole Member

	 By:
	 	 PSLT OP, L.P., its Sole Member

	 By:
	 	 PSLT GP, LLC, its General Partner

	 By:
	 	 Ventas Provident, LLC, its Sole Member

		
	 By:
	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	 Executive Vice President,
 General Counsel and Corporate Secretary



  

			
	 PSLT-ALS Properties Holdings, LLC

		
	 By:
	 	 PSLT OP, L.P., its Sole Member

	 By:
	 	 PSLT GP, LLC, its General Partner

	 By:
	 	 Ventas Provident, LLC, its Sole Member

		
	 By:
	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	 Executive Vice President,
 General Counsel and Corporate Secretary



  

			
	 PSLT-ALS Properties I, LLC

		
	 By:
	 	 PSLT-ALS Properties Holdings, LLC,

	 	 	 its Sole Member

	By:	 	 PSLT OP, L.P., its Sole Member

	By:	 	 PSLT GP, LLC, its General Partner

	By:	 	 Ventas Provident, LLC, its Sole Member

		
	 By:
	 	/s/    T. RICHARD RINEY        
	 Name:
	 	T. Richard Riney
	 Title:
	 	 Executive Vice President,
 General Counsel and Corporate Secretary



  

 125 









			
	 ET Sub-Woodbridge, 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


  

 126 









			
	 TRUSTEE:

	
	 U.S. Bank National Association

		
	 By:
	 	/s/    ROBERT T. JONES        
	 Name:
	 	Robert T. Jones
	 Title:
	 	Vice President & Trust Officer


  

 127