Common use of Limitations on Incurrence of Debt Clause in Contracts

Limitations on Incurrence of Debt. (a) Ventas, Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Debt if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Debt would exceed 60% of the sum of (without duplication) (i) Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (b) Ventas, Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Secured Debt if, immediately after giving effect to the Incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Secured Debt would exceed 50% of the sum of (without duplication) (i) Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (c) Ventas, Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Debt if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: (i) the additional Debt and any other Debt Incurred by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debt, including to refinance other Debt, had occurred at the beginning of such period; provided, that in determining the amount of Debt so Incurred, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; (ii) the repayment or retirement of any other Debt repaid or retired by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination had occurred at the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; and (iii) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, the acquisition, disposition, placement in service or removal from service and any related repayment or refinancing of Debt had occurred as of the first day of such period, with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation.

Limitations on Incurrence of Debt. (a) Ventas, Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Debt if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Debt would exceed 60% of the sum of (without duplication) (i) Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (b) Ventas, Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Secured Debt if, immediately after giving effect to the Incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Secured Debt would exceed 50% of the sum of (without duplication) (i) Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (c) Ventas, Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Debt if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: (i) the additional Debt and any other Debt Incurred by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debt, including to refinance other Debt, had occurred at the beginning of such period; provided, except that in determining the amount of Debt so Incurred, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; (ii) the repayment or retirement of any other Debt repaid or retired by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination had occurred at the beginning of that period; provided, except that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; and (iii) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, the acquisition, disposition, placement in service or removal from service and any related repayment or refinancing of Debt had occurred as of the first day of such period, with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation.

Limitations on Incurrence of Debt. (ai) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Debt if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all outstanding Debt would exceed of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum ("Adjusted Total Assets") of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the Latest Completed Quarter calendar quarter covered in the Company's Annual Report on Form 10-K, or the Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Securities and Exchange Commission (or, if such filing is not permitted under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the Trustee) prior to the incurrence of such additional Debt and (ii) the purchase price of any Real Estate Assets 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 real estate assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the Latest Completed Quarterincurrence of such additional Debt. (bii) VentasIn addition to the foregoing limitations on the incurrence of Debt, Inc. shall the Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Secured Debt if, immediately after giving effect to the Incurrence incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all outstanding Secured Debt would exceed 50of the Company and its Subsidiaries on a consolidated basis is greater than 40% of Adjusted Total Assets. (iii) In addition to the sum foregoing limitations on the incurrence of (without duplication) Debt, the Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5x, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that (i) Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (c) Ventas, Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Debt if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since incurred by the end of the Latest Completed Quarter Company and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: (i) the additional Debt and any other Debt Incurred by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debttherefrom, including to refinance other Debt, had occurred at the beginning of such period; provided(ii) the repayment or retirement of any other Debt by the Company and its Subsidiaries since the first date of such four-quarter period had been repaid or retired at the beginning of such period (except that, that in determining the amount of Debt so Incurredmaking 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; ); (iiiii) in the repayment case of Acquired Debt or retirement of Debt incurred in connection with any other Debt repaid or retired by Ventas, Inc. or any of its Subsidiaries acquisition since the first day of such four-quarter period to period, the date of determination related acquisition had occurred at as of the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance first day of such Debt during period with appropriate adjustments with respect to such periodacquisition being included in such pro forma calculation; and and (iiiiv) in the case of any acquisition or disposition by the Company or its Subsidiaries of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determinationperiod, the acquisitionwhether by merger, dispositionstock purchase or sale, placement in service or removal from service and asset purchase or sale, such acquisition or disposition or any related repayment or refinancing of Debt had occurred as of the first day of such period, period with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that 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 shall be computed on a pro forma basis as if the average interest rate which would have been in effect during the entire such four-quarter period had been the applicable rate for the entire such period.

Limitations on Incurrence of Debt. (ai) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Debt if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all outstanding Debt would exceed of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum ("Adjusted Total Assets") of (without duplication) (iA) the Total Assets of the Company and its Subsidiaries as of the end of the Latest Completed Quarter calendar quarter covered in the Company's Annual Report on Form 10-K, or the Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Securities and Exchange Commission (or, if such filing is not permitted under the Securities Exchange Act of 1934, as amended, with the Trustee) prior to the incurrence of such additional Debt and (iiB) the purchase price of any Real Estate Assets 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 real estate assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the Latest Completed Quarterincurrence of such additional Debt. (bii) VentasIn addition to the foregoing limitations on the incurrence of Debt, Inc. shall the Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Secured Debt if, immediately after giving effect to the Incurrence incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all outstanding Secured Debt would exceed 50of the Company and its Subsidiaries on a consolidated basis is greater than 40% of the sum of (without duplication) (i) Adjusted Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed QuarterAssets. (ciii) VentasIn addition to the foregoing limitations on the incurrence of Debt, Inc. shall the Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Debt ifif the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5 to 1.0, immediately on a pro forma basis after giving effect thereto and to the Incurrence application of the proceeds therefrom, and calculated on the assumption that (A) such additional Debt and any other Debt Incurred since incurred by the end of the Latest Completed Quarter Company and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: (i) the additional Debt and any other Debt Incurred by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debttherefrom, including to refinance other Debt, had occurred at the beginning of such period; provided(B) the repayment or retirement of any other Debt by the Company and its Subsidiaries since the first date of such four-quarter period had been repaid or retired at the beginning of such period (except that, that in determining the amount of Debt so Incurredmaking 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; ); (iiC) in the repayment case of Acquired Debt or retirement of Debt incurred in connection with any other Debt repaid or retired by Ventas, Inc. or any of its Subsidiaries acquisition since the first day of such four-quarter period to period, the date of determination related acquisition had occurred at as of the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance first day of such Debt during period with appropriate adjustments with respect to such periodacquisition being included in such pro forma calculation; and and (iiiD) in the case of any acquisition or disposition by the Company or its Subsidiaries of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determinationperiod, the acquisitionwhether by merger, dispositionstock purchase or sale, placement in service or removal from service and asset purchase or sale, such acquisition or disposition or any related repayment or refinancing of Debt had occurred as of the first day of such period, period with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that 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 shall be computed on a pro forma basis as if the average interest rate which would have been in effect during the entire such four-quarter period had been the applicable rate for the entire such period.

Limitations on Incurrence of Debt. (ai) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Debt if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all outstanding Debt would exceed of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum ("Adjusted Total Assets") of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the Latest Completed Quarter calendar quarter covered in the Company's Annual Report on Form 10-K, or the Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Securities and Exchange Commission (or, if such filing is not permitted under the Securities Exchange Act of 1934, as amended, with the Trustee) prior to the incurrence of such additional Debt and (ii) the purchase price of any Real Estate Assets 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 real estate assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the Latest Completed Quarterincurrence of such additional Debt. (bii) VentasIn addition to the foregoing limitations on the incurrence of Debt, Inc. shall the Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Secured Debt if, immediately after giving effect to the Incurrence incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all outstanding Secured Debt would exceed 50of the Company and its Subsidiaries on a consolidated basis is greater than 40% of Adjusted Total Assets. (iii) In addition to the sum foregoing limitations on the incurrence of (without duplication) Debt, the Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5 to 1.0, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that (i) Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (c) Ventas, Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Debt if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since incurred by the end of the Latest Completed Quarter Company and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: (i) the additional Debt and any other Debt Incurred by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debttherefrom, including to refinance other Debt, had occurred at the beginning of such period; provided(ii) the repayment or retirement of any other Debt by the Company and its Subsidiaries since the first date of such four-quarter period had been repaid or retired at the beginning of such period (except that, that in determining the amount of Debt so Incurredmaking 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; ); (iiiii) in the repayment case of Acquired Debt or retirement of Debt incurred in connection with any other Debt repaid or retired by Ventas, Inc. or any of its Subsidiaries acquisition since the first day of such four-quarter period to period, the date of determination related acquisition had occurred at as of the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance first day of such Debt during period with appropriate adjustments with respect to such periodacquisition being included in such pro forma calculation; and and (iiiiv) in the case of any acquisition or disposition by the Company or its Subsidiaries of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determinationperiod, the acquisitionwhether by merger, dispositionstock purchase or sale, placement in service or removal from service and asset purchase or sale, such acquisition or disposition or any related repayment or refinancing of Debt had occurred as of the first day of such period, period with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that 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 shall be computed on a pro forma basis as if the average interest rate which would have been in effect during the entire such four-quarter period had been the applicable rate for the entire such period.

Limitations on Incurrence of Debt. (ai) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Debt if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all outstanding Debt would exceed of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum ("Adjusted Total Assets") of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the Latest Completed Quarter calendar quarter covered in the Company's Annual Report on Form 10-K, or the Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Securities and Exchange Commission (or, if such filing is not permitted under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the Trustee) prior to the incurrence of such additional Debt and (ii) the purchase price of any Real Estate Assets 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 real estate assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the Latest Completed Quarterincurrence of such additional Debt. (bii) VentasIn addition to the foregoing limitations on the incurrence of Debt, Inc. shall the Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Secured Debt if, immediately after giving effect to the Incurrence incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all outstanding Secured Debt would exceed 50of the Company and its Subsidiaries on a consolidated basis is greater than 40% of Adjusted Total Assets. (iii) In addition to the sum foregoing limitations on the Incurrence of (without duplication) Debt, the Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5x, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that (i) Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (c) Ventas, Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Debt if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since incurred by the end of the Latest Completed Quarter Company and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: (i) the additional Debt and any other Debt Incurred by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debttherefrom, including to refinance other Debt, had occurred at the beginning of such period; provided(ii) the repayment or retirement of any other Debt by the Company and its Subsidiaries since the first date of such four-quarter period had been repaid or retired at the beginning of such period (except that, that in determining the amount of Debt so Incurredmaking 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; ); (iiiii) in the repayment case of Acquired Debt or retirement of Debt incurred in connection with any other Debt repaid or retired by Ventas, Inc. or any of its Subsidiaries acquisition since the first day of such four-quarter period to period, the date of determination related acquisition had occurred at as of the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance first day of such Debt during period with appropriate adjustments with respect to such periodacquisition being included in such pro forma calculation; and and (iiiiv) in the case of any acquisition or disposition by the Company or its Subsidiaries of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determinationperiod, the acquisitionwhether by merger, dispositionstock purchase or sale, placement in service or removal from service and asset purchase or sale, such acquisition or disposition or any related repayment or refinancing of Debt had occurred as of the first day of such period, period with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation.

Limitations on Incurrence of Debt. In addition to the covenants set forth in Article Ten of the Senior Indenture, there are established pursuant to Section 9.01(2) of the Senior Indenture the following covenants for the benefit of the Holders of the Notes and to which the Notes shall be subject: (a) Ventas, Inc. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, Incur any Debt if, immediately after giving effect to the Incurrence of such the additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter prior to the Incurrence of the additional Debt and the application of the net proceeds therefromof the additional Debt and such other Debt, the aggregate principal amount of all outstanding Total Outstanding Debt would exceed 60% of the sum of (without duplication) (i) Total Assets as of the end of the such Latest Completed Quarter and (ii) 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 real estate assets for which the Capitalized Property Value is included in Total Assets as of the end of such Latest Completed Quarter (as a result of the penultimate sentence of the definition of Property EBITDA or otherwise) or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of the such Latest Completed Quarter. (b) Ventas, Inc. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, Incur any Secured Debt if, immediately after giving effect to the Incurrence of such the additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter prior to the Incurrence of the additional Secured Debt and the application of the net proceeds therefromof the additional Secured Debt and such other Secured Debt, the aggregate principal amount of all outstanding Secured Debt would exceed is greater than 50% of the sum of (without duplication) (i) Total Assets as of the end of the such Latest Completed Quarter and (ii) 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 real estate assets for which the Capitalized Property Value is included in Total Assets as of the end of such Latest Completed Quarter (as a result of the penultimate sentence of the definition of Property EBITDA or otherwise) or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of the such Latest Completed Quarter. (c) Ventas, Inc. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, Incur any Debt if, immediately after giving effect to the Incurrence of such the additional Debt and any other Debt Incurred since Debt, the end ratio of Annualized Consolidated EBITDA for the Latest Completed Quarter and prior to the application Incurrence of the net proceeds therefromadditional Debt, the ratio of Consolidated EBITDA to Annualized Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter that quarter would be less than 1.50 to 1.00 on a pro forma basis after giving effect to the Incurrence of the additional Debt and to the application of the net proceeds therefrom, and calculated on the assumption (assumption, without duplication) , that: : (i) the additional Debt and any other Debt Incurred by Ventasthe Company, Inc. or any of its Subsidiaries since or any of the Partially-Owned Entities from the first day of such four-that quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such that Debt, including to refinance refinance (1) Debt under any revolving credit facility or (2) other Debt, had occurred at the beginning of such that period; provided, that in determining the amount of Debt so Incurred, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; (ii) the repayment or retirement of any other Debt repaid or retired by Ventasthe Company, Inc. or any of its Subsidiaries since or any of the Partially-Owned Entities from the first day of such four-that quarter period to the date of determination had occurred at the beginning of that period; providedprovided that, that except as set forth in clause (i) or (iii) of this Section 2.4(c), in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such that period; and and (iii) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventasthe Company, Inc. or any of its Subsidiaries since or any of the Partially-Owned Entities from the first day of such four-that quarter period to the date of determination, including, without limitation, by merger, or stock or asset purchase or sale, (1) the acquisition, disposition, placement in service or removal from service and any related repayment or refinancing of Debt had occurred as of the first day of such that period, with the appropriate adjustments to Annualized Consolidated EBITDA and Annualized Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculationcalculation and (2) the application of the net proceeds from a disposition to repay or refinance Debt, including, without limitation, Debt under any revolving credit facility, had occurred on the first day of that period. (d) The Company and its Subsidiaries shall maintain at all times Unencumbered Assets of not less than 150% of the aggregate principal amount of all outstanding Unsecured Debt of the Company and its Subsidiaries.

Limitations on Incurrence of Debt. (a) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur any Debt Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with the Indenture, if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter Indebtedness and the application of the net proceeds therefromthereof, the aggregate principal amount of all outstanding Total Outstanding Debt would exceed be greater than 60% of the sum of (without duplication) (i) Total Assets as of the end of the Latest Completed Quarter and (ii) fiscal quarter covered in the purchase price of any Real Estate Assets Company’s annual or mortgages receivable acquired, and the amount of any securities offering proceeds received (quarterly report most recently furnished to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end Holders of the Latest Completed QuarterNotes or filed with the SEC, as the case may be. (b) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with the Indenture, if, immediately after giving effect to the Incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all outstanding Secured Debt would exceed 50be greater than 40% of the sum of (without duplication) (i) Total Assets as of the end of the Latest Completed Quarter and (ii) fiscal quarter covered in the purchase price of any Real Estate Assets Company’s annual or mortgages receivable acquired, and the amount of any securities offering proceeds received (quarterly report most recently furnished to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end Holders of the Latest Completed QuarterNotes or filed with the SEC, as the case may be. (c) Ventas, Inc. shall The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and shall will not permit any of its Subsidiaries to, Incur any Debt ifIndebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with the Indenture, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, if the ratio of Consolidated EBITDA to Interest Expense for the most recent quarterly period covered in the Company’s annual or quarterly report most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 6.3 hereof, prior to such time, annualized (i.e., multiplied by four (4)) consecutive fiscal quarters ending with prior to the Latest Completed Quarter would date on which such additional Indebtedness is to be Incurred shall have been less than 1.50 to 1.00 1.50:1.00 on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption (without duplication) that: (i) the additional Debt such Indebtedness and any other Debt Indebtedness Incurred by Ventas, Inc. or any of the Company and its Subsidiaries since the first day of such four-quarter quarterly period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debttherefrom, including to refinance other DebtIndebtedness, had occurred at the beginning of such period; provided; (ii) the repayment or retirement of any Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, that which repayment or retirement shall be calculated pursuant to the preceding clause (i)) by the Company and its Subsidiaries since the first day of such quarterly period had been repaid or retired at the beginning of such period (except that, in determining the amount of Debt so Incurredmaking such computation, the amount of Debt Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Debt Indebtedness during such period); (iiiii) in the repayment case of Acquired Indebtedness or retirement of Indebtedness Incurred in connection with any other Debt repaid or retired by Ventas, Inc. or any of its Subsidiaries acquisition since the first day of such four-quarter period to quarterly period, the date of determination related acquisition had occurred at as of the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance first day of such Debt during period with the appropriate adjustments with respect to such periodacquisition being included in such pro forma calculation; and (iiiiv) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. the Company or any of its Subsidiaries since from the first day of such four-quarter quarterly period to the date of determination, including, without limitation, by merger, or stock or asset purchase or sale, the acquisition, disposition, placement in service or removal from service and any related repayment or refinancing of Debt had occurred as of the first day of such period, with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation.

Limitations on Incurrence of Debt. In addition to the covenants set forth in Article Ten of the Senior Indenture, there are established pursuant to Section 9.01(2) of the Senior Indenture the following covenants for the benefit of the Holders of the Notes and to which the Notes shall be subject: (a) Ventas, Inc. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, Incur any Debt Debt, other than Intercompany Debt, if, immediately after giving effect to the Incurrence of such the additional Debt and any other Debt Debt, other than Intercompany Debt, Incurred since the end of the Latest Completed Quarter prior to the Incurrence of the additional Debt and the application of the net proceeds therefromof the additional Debt and such other Debt, the aggregate principal amount of all outstanding Total Outstanding Debt would exceed 60% of the sum of (without duplication) (i) Total Assets Assets, in each case determined as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (b) Ventas, Inc. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, Incur any Secured Debt, other than Secured Debt that is also Intercompany Debt, if, immediately after giving effect to the Incurrence of such the additional Secured Debt and any other Secured Debt Debt, other than Intercompany Debt, Incurred since the end of the Latest Completed Quarter prior to the Incurrence of the additional Secured Debt and the application of the net proceeds therefromof the additional Secured Debt and such other Secured Debt, the aggregate principal amount of all outstanding Secured Debt would exceed is greater than 50% of the sum of (without duplication) (i) Total Assets determined as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (c) Ventas, Inc. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, Incur any Debt Debt, other than Intercompany Debt, if, immediately after giving effect to the Incurrence of such the additional Debt and any other Debt Incurred since Debt, the end ratio of Annualized Consolidated EBITDA for the Latest Completed Quarter and prior to the application Incurrence of the net proceeds therefromadditional Debt, the ratio of Consolidated EBITDA to Annualized Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter that quarter would be less than 1.50 to 1.00 on a pro forma basis after giving effect to the Incurrence of the additional Debt and to the application of the net proceeds therefrom, and calculated on the assumption (assumption, without duplication) , that: : (i) the additional Debt and any other Debt Incurred by Ventasthe Company, Inc. or any of its Subsidiaries since or any of the Partially-Owned Entities from the first day of such four-that quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such that Debt, including to refinance refinance (1) Debt under any revolving credit facility or (2) other Debt, had occurred at the beginning of such that period; provided, that in determining the amount of Debt so Incurred, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; (ii) the repayment or retirement of any other Debt repaid or retired by Ventasthe Company, Inc. or any of its Subsidiaries since or any of the Partially-Owned Entities from the first day of such four-that quarter period to the date of determination had occurred at the beginning of that period; providedprovided that, that except as set forth in clause (i) or (iii) of this Section 2.4(c), in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such that period; and and (iii) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventasthe Company, Inc. or any of its Subsidiaries since or any of the Partially-Owned Entities from the first day of such four-that quarter period to the date of determination, including, without limitation, by merger, or stock or asset purchase or sale, (1) the acquisition, disposition, placement in service or removal from service and any related repayment or refinancing of Debt had occurred as of the first day of such that period, with the appropriate adjustments to Consolidated EBITDA and Annualized Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculationcalculation and (2) the application of the net proceeds from a disposition to repay or refinance Debt, including, without limitation, Debt under any revolving credit facility, had occurred on the first day of that period. (d) The Company and its Subsidiaries shall maintain at all times Unencumbered Assets of not less than 150% of the aggregate principal amount of all outstanding Unsecured Debt of the Company and its Subsidiaries.

Limitations on Incurrence of Debt. (a) Ventas, Inc. shall The Issuer will not, and shall will not permit any of its Subsidiaries to, Incur incur any Debt if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromDebt, the aggregate principal amount of all outstanding Debt would exceed 60of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 65% of the sum of (without duplication) (i) Total Assets as of the end of the Latest Completed Quarter and calendar quarter covered in the Issuer’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 (iior, if such filing is not permitted under the Exchange Act , with the Trustee) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (prior to the extent incurrence of such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce additional Debt), since the end of the Latest Completed Quarter.; (b) VentasIn addition to the limitation set forth in subsection (a) of this Section 1104, Inc. shall the Issuer will not, and shall will not permit any of its Subsidiaries to, Incur incur any Secured Debt if Consolidated Income Available for Debt Service for any 12 consecutive calendar months within the 15 calendar months immediately preceding the date on which such additional Debt is to be incurred shall have been less than 1.5 times the Maximum Annual Service Charge on the Debt of the Issuer and all of its Subsidiaries to be outstanding immediately after the incurring of such additional Debt. (c) In addition to the limitations set forth in subsections (a) and (b) of this Section 1104, the Issuer will not, and will not permit any of its Subsidiaries to, incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Issuer or any of its Subsidiaries, whether owned at the date hereof or hereafter acquired, if, immediately after giving effect to the Incurrence incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromDebt, the aggregate principal amount of all outstanding Secured Debt would exceed 50of the Issuer and its Subsidiaries which is secured by any mortgage, lien, charge, pledge, encumbrance or security interest on property of the Issuer or any of its Subsidiaries is greater than 40% of the sum of (without duplication) (i) Total Assets as of the end of the Latest Completed Quarter and calendar quarter covered in the Issuer’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 (iior, if such filing is not permitted under the Exchange Act, with the Trustee) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (prior to the extent incurrence of such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce additional Debt), since the end of the Latest Completed Quarter. (cd) VentasFor purposes of this Section 1104, Inc. Debt shall not, and shall not permit any be deemed to be “incurred” by the Issuer or one of its Subsidiaries towhenever the Issuer or such Subsidiary shall create, Incur any Debt ifassume, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: (i) the additional Debt and any other Debt Incurred by Ventas, Inc. guarantee or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debt, including to refinance other Debt, had occurred at the beginning of such period; provided, that otherwise become liable in determining the amount of Debt so Incurred, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; (ii) the repayment or retirement of any other Debt repaid or retired by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination had occurred at the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; and (iii) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, the acquisition, disposition, placement in service or removal from service and any related repayment or refinancing of Debt had occurred as of the first day of such period, with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculationthereof.

Limitations on Incurrence of Debt. (a) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur incur any Debt (including, without limitation, Acquired Debt) if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromfrom such Debt on a pro forma basis, the aggregate principal amount of all of the Company’s and its Subsidiaries’ outstanding Debt would exceed (determined on a consolidated basis in accordance with GAAP) is greater than 60% of the sum of the following (without duplication): (1) (i) the Company’s and its Subsidiaries’ Total Assets as of the end last day of the Latest Completed Quarter and then most recently ended fiscal quarter for which financial information is available plus (ii2) the purchase price aggregate undepreciated cost of any Real Estate Assets investments in real estate assets or mortgages receivable acquired, and the net aggregate amount of any securities offering proceeds and Debt proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets invest in real estate assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of such fiscal quarter, including the Latest Completed Quarterproceeds obtained from the incurrence of such additional Debt, minus the aggregate undepreciated cost of any investments in real estate assets or mortgages receivable disposed of since the end of such fiscal quarter. (b) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur incur any Secured Debt (including, without limitation, Acquired Debt) secured by any Lien on any of the Company’s or any of its Subsidiaries’ property or assets, whether owned on the date of the indenture or subsequently acquired, if, immediately after giving effect to the Incurrence incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromfrom such Debt on a pro forma basis, the aggregate principal amount (determined on a consolidated basis in accordance with GAAP) of all of the Company’s and its Subsidiaries’ outstanding Secured Debt would exceed 50that is secured by a Lien on any of the Company’s and its Subsidiaries’ property or assets is greater than 40% of the sum of (without duplication): (1) (i) the Company’s and its Subsidiaries’ Total Assets as of the end last day of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (c) Ventas, Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Debt if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense then most recently ended fiscal quarter for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: (i) the additional Debt and any other Debt Incurred by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debt, including to refinance other Debt, had occurred at the beginning of such periodfinancial information is available; provided, that in determining the amount of Debt so Incurred, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; (ii) the repayment or retirement of any other Debt repaid or retired by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination had occurred at the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; and (iii) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, the acquisition, disposition, placement in service or removal from service and any related repayment or refinancing of Debt had occurred as of the first day of such period, with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation.plus

Limitations on Incurrence of Debt. (a) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur incur any Debt (including, without limitation, Acquired Debt) if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromfrom such Debt on a pro forma basis, the aggregate principal amount of all of the Company’s and its Subsidiaries’ outstanding Debt would exceed (determined on a consolidated basis in accordance with GAAP) is greater than 60% of the sum of the following (without duplication): (1) (i) the Company’s and its Subsidiaries’ Total Assets as of the end last day of the Latest Completed Quarter then most recently ended fiscal quarter for which financial information is available and (ii2) the aggregate purchase price of any Real Estate Assets real estate assets or mortgages receivable acquired, and the aggregate amount of any securities offering proceeds and Debt proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets real estate assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of such fiscal quarter, including the Latest Completed Quarterproceeds obtained from the incurrence of such additional Debt. (b) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur incur any Secured Debt (including, without limitation, Acquired Debt) secured by any Lien on any of the Company’s or any of its Subsidiaries’ property or assets, whether owned on the date of the indenture or subsequently acquired, if, immediately after giving effect to the Incurrence incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromfrom such Debt on a pro forma basis, the aggregate principal amount (determined on a consolidated basis in accordance with GAAP) of all of the Company’s and its Subsidiaries’ outstanding Secured Debt would exceed 50which is secured by a Lien on any of the Company’s and its Subsidiaries’ property or assets is greater than 40% of the sum of (without duplication): (1) (i) the Company’s and its Subsidiaries’ Total Assets as of the end last day of the Latest Completed Quarter then most recently ended fiscal quarter for which financial information is available; and (ii2) the aggregate purchase price of any Real Estate Assets real estate assets or mortgages receivable acquired, and the aggregate amount of any securities offering proceeds and Debt proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets real estate assets or mortgages receivable or used to reduce Debt), by the Company or any of its Subsidiaries since the end of such fiscal quarter, including the Latest Completed Quarterproceeds obtained from the incurrence of such additional Debt. (c) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur incur any Debt if, immediately (including without limitation Acquired Debt) if the ratio of Consolidated Income Available for Debt Service to Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the Incurrence incurrence of such additional Debt and the application of the proceeds from such Debt (determined on a consolidated basis in accordance with GAAP), and calculated on the following assumptions: (i) such Debt and any other Debt Incurred since (including, without limitation, Acquired Debt) incurred by the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: (i) the additional Debt and any other Debt Incurred by Ventas, Inc. Company or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that periodincurred, and the application of the net proceeds of from such Debt, Debt (including to refinance repay or retire other Debt) had occurred, had occurred at on the beginning first day of such period; provided, that in determining the amount of Debt so Incurred, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; (ii) the repayment or retirement of any other Debt repaid or retired by Ventas, Inc. of the Company or any of its Subsidiaries since the first day of such four-quarter period to the date of determination had occurred at on the beginning first day of that period; providedsuch period (except that, that in determining the amount of Debt so repaid or retiredmaking this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility shall will be computed based upon the average daily balance of such Debt during such period); and (iii) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. Company or any of its Subsidiaries of any asset or group of assets with a fair market value in excess of $1.0 million since the first day of such four-quarter period to the date of determinationperiod, the whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition, disposition, placement in service or removal from service and any related repayment or refinancing of Debt had occurred as of the first day of such period, period with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation. If the Debt giving rise to the need to make the calculation described in this Section 6.4(c) 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 Charge, the interest rate on such Debt will be computed on a pro forma basis by applying the average daily rate which would have been in effect during the entire four-quarter period to the greater of the amount of such Debt outstanding at the end of such period or the average amount of such Debt outstanding during such period. For purposes of this Section 6.4(c), Debt will be deemed to be incurred by the Company or any of its Subsidiaries whenever the Company or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. (d) The Company will not have at any time Total Unencumbered Assets of less than 150% of the aggregate principal amount of all of the Company’s and its Subsidiaries’ outstanding Unsecured Debt determined on a consolidated basis in accordance with GAAP.

Limitations on Incurrence of Debt. (a) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur any Debt Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with the Indenture, if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter Indebtedness and the application of the net proceeds therefromthereof, the aggregate principal amount of all outstanding Total Outstanding Debt would exceed be greater than 60% of the sum of (without duplication) (i) Total Assets as of the end of the Latest Completed Quarter and (ii) fiscal quarter covered in the purchase price of any Real Estate Assets Company’s annual or mortgages receivable acquired, and the amount of any securities offering proceeds received (quarterly report most recently furnished to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end Holders of the Latest Completed QuarterNotes or filed with the SEC, as the case may be. (b) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with the Indenture, if, immediately after giving effect to the Incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all outstanding Secured Debt would exceed 50be greater than 40% of the sum of (without duplication) (i) Total Assets as of the end of the Latest Completed Quarter and (ii) fiscal quarter covered in the purchase price of any Real Estate Assets Company’s annual or mortgages receivable acquired, and the amount of any securities offering proceeds received (quarterly report most recently furnished to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end Holders of the Latest Completed QuarterNotes or filed with the SEC, as the case may be. (c) Ventas, Inc. shall The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and shall will not permit any of its Subsidiaries to, Incur any Debt ifIndebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with the Indenture, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, if the ratio of Consolidated EBITDA to Interest Expense for the most recent quarterly period covered in the Company’s annual or quarterly report most recently furnished to holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 6.3 hereof, prior to such time, annualized (i.e., multiplied by four (4)) consecutive fiscal quarters ending with prior to the Latest Completed Quarter would date on which such additional Indebtedness is to be Incurred shall have been less than 1.50 to 1.00 1.50:1.00 on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption (without duplication) that: (i) the additional Debt such Indebtedness and any other Debt Indebtedness Incurred by Ventas, Inc. or any of the Company and its Subsidiaries since the first day of such four-quarter quarterly period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debttherefrom, including to refinance other DebtIndebtedness, had occurred at the beginning of such period; provided; (ii) the repayment or retirement of any Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, that which repayment or retirement shall be calculated pursuant to the preceding clause (1)) by the Company and its Subsidiaries since the first day of such quarterly period had been repaid or retired at the beginning of such period (except that, in determining the amount of Debt so Incurredmaking such computation, the amount of Debt Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Debt Indebtedness during such period); (iiiii) in the repayment case of Acquired Indebtedness or retirement of Indebtedness Incurred in connection with any other Debt repaid or retired by Ventas, Inc. or any of its Subsidiaries acquisition since the first day of such four-quarter period to quarterly period, the date of determination related acquisition had occurred at as of the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance first day of such Debt during period with the appropriate adjustments with respect to such periodacquisition being included in such pro forma calculation; and (iiiiv) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. the Company or any of its Subsidiaries since from the first day of such four-quarter quarterly period to the date of determination, including, without limitation, by merger, or stock or asset purchase or sale, the acquisition, disposition, placement in service or removal from service and any related repayment or refinancing of Debt had occurred as of the first day of such period, with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation.

Limitations on Incurrence of Debt. (ai) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any additional Debt if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Debt would exceed of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication) ): (iA) Total Assets as of the end of the fiscal quarter covered by the Company’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 or required under the Exchange Act, with the Trustee) (such quarter, the “Latest Completed Quarter and Fiscal Quarter”) prior to the incurrence of such additional Debt; and (iiB) the purchase price of any Real Estate Assets 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 real estate assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of the such Latest Completed Fiscal Quarter, including those proceeds obtained in connection with the incurrence of such additional Debt. For purposes of this Supplemental Indenture, the sum of (A) and (B) above is the Company’s “Adjusted Total Assets.” (bii) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any additional Secured Debt if, immediately after giving effect to the Incurrence incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Secured Debt would exceed 50of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 40% of the sum of (without duplication) (i) Adjusted Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed QuarterAssets. (ciii) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any additional Debt if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and on a pro forma basis, including the application of the net proceeds therefrom, the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense Annual Debt Service for the four (4) consecutive fiscal quarters ending with most recently ended prior to the Latest Completed Quarter would date on which such additional Debt is to be incurred is less than 1.50 1.5 to 1.00 on a pro forma basis 1.0, and calculated on the assumption (without duplication) assumptions that: (iA) the additional such Debt and any other Debt Incurred incurred by Ventas, Inc. or any of the Company and its Subsidiaries on a consolidated basis since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debttherefrom, including to refinance other Debt, had occurred at the beginning of such period; provided; (B) the repayment, that retirement or other discharge of any other Debt by the Company and its Subsidiaries on a consolidated basis since the first day of such four-quarter period had occurred at the beginning of such period (except that, in determining the amount of Debt so Incurredmaking 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); (iiC) in the repayment case of Acquired Debt or retirement Debt incurred in connection with or in contemplation of any other Debt repaid or retired by Ventasacquisition, Inc. or including any of its Subsidiaries Person becoming a Subsidiary, since the first day of such four-quarter period to period, the date of determination related acquisition had occurred at as of the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance first day of such Debt during period with appropriate adjustments with respect to such periodacquisition being included in such pro forma calculation; and (iiiD) in the case of any acquisition or disposition by the Company and its Subsidiaries on a consolidated basis of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determinationperiod, the acquisitionwhether by merger, dispositionstock purchase or sale, placement in service or removal from service and asset purchase or sale, such acquisition or disposition or any related repayment or refinancing of Debt had occurred as of the first day of such period, period with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that 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 interest 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 which would have been in effect during the entirety of such four-quarter period had been the applicable rate for the entirety of such period.

Limitations on Incurrence of Debt. In addition to the covenants set forth in Article TEN of the Base Indenture, there are established pursuant to Section 901(2) of the Base Indenture the following covenants for the benefit of the Holders of Securities issued on or after the date of this Supplemental Indenture (which additional covenants shall replace and apply in lieu of the covenants set forth in Section 2.1 of the Second Supplemental Indenture), unless otherwise provided in the Officers’ Certificate or supplemental indenture authorizing any series of such Securities; provided, however, that the covenants set forth in Section 1004 of the Base Indenture, (as not amended by the Second Supplemental Indenture or this Supplemental Indenture) (including the definitions set forth in Section 101 of the Base Indenture of any capitalized terms used in Section 1004 of the Base Indenture), shall apply to Securities issued on or after the date hereof only for so long as any Securities issued pursuant to the Base Indenture prior to November 2, 2005 remain outstanding: (a) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Debt if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all outstanding Debt would exceed 60of the Company and its Subsidiaries determined in accordance with GAAP is greater than 65% of the sum of (without duplication) (i) the Company’s Total Assets as of the end of the Latest Completed Quarter calendar quarter covered in the Company’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, with the Trustee) prior to the incurrence of such additional Debt and (ii) the purchase price of any Real Estate Assets real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the Latest Completed Quarterincurrence of such additional Debt. (b) VentasIn addition to the limitations set forth in subsection (a) of this Section 1004, Inc. shall the Company will not, and shall will not permit any Subsidiary to, incur, or suffer to exist, any additional Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5 to 1.0 on a pro forma basis after giving effect thereto and to the application of the net proceeds therefrom, and calculated on the assumption that such additional Debt had been incurred at the beginning of such period and the application of the proceeds (including projected income therefrom) had been acquired at the beginning of such period. (c) In addition to the limitations set forth in subsections (a) and (b) of this Section 1004, the Company and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 125% of the aggregate outstanding principal amount of the Unsecured Debt of the Company and its Subsidiaries determined on a consolidated basis. (d) In addition to the limitations set forth in subsections (a), (b) and (c) of this Section 1004, the Company will not, and will not permit any Subsidiary to, Incur incur or suffer to exist any Secured Debt secured by any Encumbrance upon any of the property of the Company or any Subsidiary (excluding Pari Passu Debt), whether owned at the date hereof or hereafter acquired, if, immediately after giving effect to the Incurrence incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all outstanding Secured Debt would exceed 50of the Company and its Subsidiaries on a consolidated basis which is secured by any Encumbrance on property of the Company or any Subsidiary (excluding Pari Passu Debt) is greater than 40% of the sum of (without duplication) of (i) the Company’s Total Assets as of the end of the Latest Completed Quarter calendar quarter covered in the Company’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, with the Trustee) prior to the incurrence of such additional Debt and (ii) the purchase price of any Real Estate Assets 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 real estate assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the Latest Completed Quarterincurrence of such additional Debt. (ce) VentasFor purposes of this Section 1004, Inc. Debt shall notbe deemed to be “incurred” by the Company or a Subsidiary whenever the Company or such Subsidiary shall create, and assume, guarantee or otherwise become liable in respect thereof. (f) Notwithstanding the foregoing, nothing in the above covenants shall not permit any of its Subsidiaries to, Incur any Debt if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: prevent (i) the additional Company from incurring Debt owed to any Subsidiary, provided that such Debt is unsecured and any other Debt Incurred by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period expressly subordinated to the date of determinationSecurities, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debt, including to refinance other Debt, had occurred at the beginning of such period; provided, that in determining the amount of Debt so Incurred, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; (ii) the repayment or retirement of any other Subsidiary from incurring Debt repaid or retired by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period owed to the date of determination had occurred at the beginning of that period; provided, that in determining the amount of Debt so repaid Company or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; and (iii) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. Company or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, the acquisition, disposition, placement in service or removal Subsidiary from service and any related repayment or refinancing of Debt had occurred as of the first day of such period, with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculationincurring Refinancing Debt.

Limitations on Incurrence of Debt. (ai) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Debt if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all outstanding Debt would exceed of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum ("Adjusted Total Assets") of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the Latest Completed Quarter calendar quarter covered in the Company's Annual Report on Form 10-K, or the Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Securities and Exchange Commission (or, if such filing is not permitted under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the Trustee) prior to the incurrence of such additional Debt and (ii) the purchase price of any Real Estate Assets 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 real estate assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the Latest Completed Quarterincurrence of such additional Debt. (bii) VentasIn addition to the foregoing limitations on the incurrence of Debt, Inc. shall the Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Secured Debt if, immediately after giving effect to the Incurrence incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all outstanding Secured Debt would exceed 50of the Company and its Subsidiaries on a consolidated basis is greater than 40% of Adjusted Total Assets. (iii) In addition to the sum foregoing limitations on the Incurrence of (without duplication) Debt, the Company will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5x, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that (i) Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (c) Ventas, Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Debt if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since incurred by the end of the Latest Completed Quarter Company and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: (i) the additional Debt and any other Debt Incurred by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debttherefrom, including to refinance other Debt, had occurred at the beginning of such period; provided(ii) the repayment or retirement of any other Debt by the Company and its Subsidiaries since the first date of such four-quarter period had been repaid or retired at the beginning of such period (except that, that in determining the amount of Debt so Incurredmaking 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; ); (iiiii) in the repayment case of Acquired Debt or retirement of Debt incurred in connection with any other Debt repaid or retired by Ventas, Inc. or any of its Subsidiaries acquisition since the first day of such four-quarter period to period, the date of determination related acquisition had occurred at as of the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance first day of such Debt during period with appropriate adjustments with respect to such periodacquisition being included in such pro forma calculation; and and (iiiiv) in the case of any acquisition or disposition by the Company or its Subsidiaries of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determinationperiod, the acquisitionwhether by merger, dispositionstock purchase or sale, placement in service or removal from service and asset purchase or sale, such acquisition or disposition or any related repayment or refinancing of Debt had occurred as of the first day of such period, period with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation.

Limitations on Incurrence of Debt. (a) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur incur any Debt, other than Intercompany Debt and guarantees of Debt incurred by the Company or its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all of the Company’s and its Subsidiaries’ outstanding Debt would exceed on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication) (i1) Total Assets as of the end of the Latest Completed Quarter calendar quarter covered in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the SEC (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Debt and (ii2) the purchase price of any Real Estate Assets real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets real estate assets or mortgages receivable or used to reduce Debt), by the Company or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the Latest Completed Quarterincurrence of such additional Debt. (b) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur incur any Secured Debt, other than Intercompany Debt and guarantees of Debt incurred by the Company or its Subsidiaries in compliance with this Indenture, secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the Company’s or any of its Subsidiaries’ property if, immediately after giving effect to the Incurrence incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all of the Company’s and its Subsidiaries’ outstanding Secured Debt would exceed 50on a consolidated basis which is secured by any mortgage, lien, charge, pledge, encumbrance or security interest on the Company’s or its Subsidiaries’ property is greater than 40% of the sum of (without duplication) (i1) Total Assets as of the end of the Latest Completed Quarter calendar quarter covered in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the SEC (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Debt and (ii2) the purchase price of any Real Estate Assets real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets real estate assets or mortgages receivable or used to reduce Debt), by the Company or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the Latest Completed Quarterincurrence of such additional Debt; provided, that for purposes of this limitation, the amount of obligations under capital leases shown as a liability on the Company’s consolidated balance sheet shall be deducted from Debt and from Total Assets. (c) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur incur any Debt, other than Intercompany Debt ifand guarantees of Debt by the Company or its Subsidiaries in compliance with this Indenture, immediately if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5 to 1.0, on an unaudited pro forma basis after giving effect thereto and to the Incurrence application of the proceeds therefrom, and calculated on the assumption that: (1) such additional Debt and any other Debt Incurred since incurred by the end of the Latest Completed Quarter Company and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: (i) the additional Debt and any other Debt Incurred by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debttherefrom, including to refinance other Debt, had occurred at the beginning of such period; provided(2) the repayment or retirement of any other Debt by the Company and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, that in determining the amount of Debt so Incurredmaking 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; ); (ii3) in the repayment case of Acquired Debt or retirement 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 the appropriate adjustments with respect to such acquisition being included in such unaudited pro forma calculation; and (4) in the case of any acquisition or disposition by the Company or its Subsidiaries of any asset or group of assets or other Debt repaid placement of any assets in service or retired removal of any assets from service by Ventas, Inc. the Company or any of its Subsidiaries since the first day of such four-quarter period to the date of determination had occurred at the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; and (iii) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, the acquisition, disposition, placement in service or removal from service and service, or any related repayment or refinancing of Debt had occurred as of the first day of such period, with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the such acquisition, disposition, placement in service or removal from service service, being included in that such unaudited pro forma calculation. (d) The Company, together with its Subsidiaries, will at all times maintain an Unencumbered Total Asset Value in an amount not less than 150% of the aggregate outstanding principal amount of all the Company’s and its Subsidiaries’ unsecured Debt, taken as a whole. (e) The Company will, and will cause each of its Subsidiaries to, maintain insurance with financially sound and reputable insurance companies against such risks and in such amounts as is customarily maintained by persons engaged in similar businesses or as may be required by applicable law.

Limitations on Incurrence of Debt. (ai) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Debt if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Debt would exceed of the Company and its Subsidiaries on a consolidated basis determined in accordance with generally accepted accounting principles is greater than 60% of the sum of (without duplication): (A) (i) the Total Assets of the Company and its Subsidiaries as of the end of the Latest Completed Quarter fiscal quarter covered in the Company’s Annual Report on Form 10‑K, or its Quarterly Report on Form 10‑Q, as the case may be, most recently filed with the Securities and Exchange Commission (iior, if such filing is not permitted or required under the Exchange Act, with the Trustee) prior to the incurrence of such additional Debt and (B) the purchase price of any Real Estate Assets 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 real estate assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of such fiscal quarter, including those proceeds obtained in connection with the Latest Completed Quarterincurrence of such additional Debt. For purposes of this Supplemental Indenture, the sum of (A) and (B) above is the Company’s “Adjusted Total Assets.” (bii) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Secured Debt if, immediately after giving effect to the Incurrence incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Secured Debt would exceed 50of the Company and its Subsidiaries on a consolidated basis determined in accordance with generally accepted accounting principles is greater than 40% of the sum of (without duplication) (i) Adjusted Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed QuarterAssets. (ciii) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Debt if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and on a pro forma basis, including the application of the net proceeds therefrom, the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Debt Service for the four (4) consecutive fiscal quarters ending with most recently ended prior to the Latest Completed Quarter would date on which such additional Debt is to be incurred is less than 1.50 1.5 to 1.00 on a pro forma basis and 1.0, calculated on the assumption (without duplication) assumptions that: (iA) the additional such Debt and any other Debt Incurred incurred by Ventas, Inc. or any of the Company and its Subsidiaries on a consolidated basis since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debttherefrom, including to refinance other Debt, had occurred at the beginning of such period; provided; (B) the repayment, that retirement or other discharge of any other Debt by the Company and its Subsidiaries on a consolidated basis since the first day of such four-quarter period had occurred at the beginning of such period (except that, in determining the amount of Debt so Incurredmaking 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); (iiC) in the repayment case of Acquired Debt or retirement Debt incurred in connection with or in contemplation of any other Debt repaid or retired by Ventasacquisition, Inc. or including any of its Subsidiaries Person becoming a Subsidiary, since the first day of such four-quarter period to period, the date of determination related acquisition had occurred at as of the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance first day of such Debt during period with appropriate adjustments with respect to such periodacquisition being included in such pro forma calculation; and (iiiD) in the case of any acquisition or disposition by the Company and its Subsidiaries of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determinationperiod, the acquisitionwhether by merger, dispositionstock purchase or sale, placement in service or removal from service and asset purchase or sale, such acquisition or disposition or any related repayment or refinancing of Debt had occurred as of the first day of such period, period with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that 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 interest rate, then, for purposes of calculating the Annual Debt Service, the interest rate on such Debt shall be computed on a pro forma basis as if the average interest rate which would have been in effect during the entirety of such four-quarter period had been the applicable rate for the entirety of such period.

Limitations on Incurrence of Debt. (ai) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Debt if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Debt would exceed of the Company and its Subsidiaries on a consolidated basis determined in accordance with generally accepted accounting principles is greater than 60% of the sum of (without duplication): (A) (i) the Total Assets of the Company and its Subsidiaries as of the end of the Latest Completed Quarter fiscal quarter covered in the Company’s Annual Report on Form 10-K, or its Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Securities and Exchange Commission (iior, if such filing is not permitted or required under the Exchange Act, with the Trustee) prior to the incurrence of such additional Debt; and (B) the purchase price of any Real Estate Assets 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 real estate assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of such fiscal quarter, including those proceeds obtained in connection with the Latest Completed Quarterincurrence of such additional Debt. For purposes of this Supplemental Indenture, the sum of (A) and (B) above is the Company’s “Adjusted Total Assets.” (bii) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Secured Debt if, immediately after giving effect to the Incurrence incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Secured Debt would exceed 50of the Company and its Subsidiaries on a consolidated basis determined in accordance with generally accepted accounting principles is greater than 40% of the sum of (without duplication) (i) Adjusted Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed QuarterAssets. (ciii) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Debt if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and on a pro forma basis, including the application of the net proceeds therefrom, the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Debt Service for the four (4) consecutive fiscal quarters ending with most recently ended prior to the Latest Completed Quarter would date on which such additional Debt is to be incurred is less than 1.50 1.5 to 1.00 on a pro forma basis and 1.0, calculated on the assumption (without duplication) assumptions that: (iA) the additional such Debt and any other Debt Incurred incurred by Ventas, Inc. or any of the Company and its Subsidiaries on a consolidated basis since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debttherefrom, including to refinance other Debt, had occurred at the beginning of such period; provided; (B) the repayment, that retirement or other discharge of any other Debt by the Company and its Subsidiaries on a consolidated basis since the first day of such four-quarter period had occurred at the beginning of such period (except that, in determining the amount of Debt so Incurredmaking 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); (iiC) in the repayment case of Acquired Debt or retirement Debt incurred in connection with or in contemplation of any other Debt repaid or retired by Ventasacquisition, Inc. or including any of its Subsidiaries Person becoming a Subsidiary, since the first day of such four-quarter period to period, the date of determination related acquisition had occurred at as of the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance first day of such Debt during period with appropriate adjustments with respect to such periodacquisition being included in such pro forma calculation; and (iiiD) in the case of any acquisition or disposition by the Company and its Subsidiaries on a consolidated basis of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determinationperiod, the acquisitionwhether by merger, dispositionstock purchase or sale, placement in service or removal from service and asset purchase or sale, such acquisition or disposition or any related repayment or refinancing of Debt had occurred as of the first day of such period, period with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that 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 interest rate, then, for purposes of calculating the Annual Debt Service, the interest rate on such Debt shall be computed on a pro forma basis as if the average interest rate which would have been in effect during the entirety of such four-quarter period had been the applicable rate for the entirety of such period.

Limitations on Incurrence of Debt. In addition to the covenants set forth in Article Ten of the Senior Indenture, there are established pursuant to Section 9.01(2) of the Senior Indenture the following covenants for the benefit of the Holders of the Notes and to which the Notes shall be subject: (a) Ventas, Inc. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, Incur any Debt Debt, other than Intercompany Debt, if, immediately after giving effect to the Incurrence of such the additional Debt and any other Debt Debt, other than Intercompany Debt, Incurred since the end of the Latest Completed Quarter prior to the Incurrence of the additional Debt and the application of the net proceeds therefromof the additional Debt and such other Debt, the aggregate principal amount of all outstanding Total Outstanding Debt would exceed 60% of the sum of (without duplication) (i) Total Assets Assets, in each case determined as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (b) Ventas, Inc. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, Incur any Secured Debt, other than Secured Debt that is also Intercompany Debt, if, immediately after giving effect to the Incurrence of such the additional Secured Debt and any other Secured Debt Debt, other than Intercompany Debt, Incurred since the end of the Latest Completed Quarter prior to the Incurrence of the additional Secured Debt and the application of the net proceeds therefromof the additional Secured Debt and such other Secured Debt, the aggregate principal amount of all outstanding Secured Debt would exceed is greater than 50% of the sum of (without duplication) (i) Total Assets determined as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (c) Ventas, Inc. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, Incur any Debt Debt, other than Intercompany Debt, if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that:Incurrence (i1) the additional Debt and under any other Debt Incurred by Ventas, Inc. revolving credit facility or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debt, including to refinance (2) other Debt, had occurred at the beginning of such that period; provided, that in determining the amount of Debt so Incurred, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; (ii) the repayment or retirement of any other Debt repaid or retired by Ventasthe Company, Inc. or any of its Subsidiaries since or any of the Partially-Owned Entities from the first day of such four-that quarter period to the date of determination had occurred at the beginning of that period; providedPROVIDED that, that except as set forth in clause (i) or (iii) of this Section 2.4(c), in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such that period; and and (iii) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventasthe Company, Inc. or any of its Subsidiaries since or any of the Partially-Owned Entities from the first day of such four-that quarter period to the date of determination, including, without limitation, by merger, or stock or asset purchase or sale, (1) the acquisition, disposition, placement in service or removal from service and any related repayment or refinancing of Debt had occurred as of the first day of such that period, with the appropriate adjustments to Consolidated EBITDA and Annualized Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculationcalculation and (2) the application of the net proceeds from a disposition to repay or refinance Debt, including, without limitation, Debt under any revolving credit facility, had occurred on the first day of that period. (d) The Company and its Subsidiaries shall maintain at all times Unencumbered Assets of not less than 150% of the aggregate principal amount of all outstanding Unsecured Debt of the Company and its Subsidiaries.

Limitations on Incurrence of Debt. (a) Ventas, Inc. shall The Operating Partnership will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Debt (as defined below), other than intercompany debt (representing Debt to which the only parties are the Company, the Operating Partnership and any of their Subsidiaries (but only so long as such Debt is held solely by any of the Company, the Operating Partnership and any Subsidiary) that is subordinate in right of payment to the Notes), if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromDebt, the aggregate principal amount of all outstanding Debt would exceed be greater than 60% of the sum of (without duplication) (i) the Operating Partnership's Adjusted Total Assets (as defined below) as of the end of the Latest Completed Quarter fiscal quarter prior to the incurrence of such additional Debt and (ii) the purchase price of any Real Estate increase in Adjusted Total Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since from the end of such quarter including, without limitation, any pro forma increase from the Latest Completed Quarter. (b) Ventasapplication of the proceeds of such additional Debt. In addition to the foregoing limitation on the incurrence of Debt, Inc. shall the Operating Partnership will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Debt secured by any mortgage, lien, pledge, encumbrance or security interest of any kind upon any of the property of the Operating Partnership or any Subsidiary ("Secured Debt Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the Incurrence incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromDebt, the aggregate principal amount of all outstanding Secured Debt would exceed 50is greater than 55% of the sum of (without duplication) (i) the Operating Partnership's Adjusted Total Assets as of the end of the Latest Completed Quarter fiscal quarter prior to the incurrence of such additional Secured Debt and (ii) the purchase price of any Real Estate increase in Adjusted Total Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since from the end of such quarter including, without limitation, any pro forma increase from the Latest Completed Quarter. (c) Ventasapplication of the proceeds of such additional Secured Debt. In addition to the foregoing limitations on the incurrence of Debt, Inc. shall the Operating Partnership will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Debt if, immediately if the ratio of Annualized EBITDA After Minority Interest to Interest Expense (in each case as defined below) for the period consisting of the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.75 to 1 on a pro forma basis after giving effect to the Incurrence incurrence of such additional Debt and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: (i) the additional Debt and any other Debt Incurred by Ventas, Inc. or any of its Subsidiaries incurred since the first day of such four-quarter period had been incurred, and the proceeds therefrom had been applied (to whatever purposes such proceeds had been applied as of the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds calculation of such Debtratio), including to refinance other Debt, had occurred at the beginning of such period; provided, (ii) any other Debt that has been repaid or retired since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in determining the amount of Debt so Incurredmaking 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; ), (iiiii) the repayment or retirement any income earned as a result of any other Debt repaid assets having been placed in service since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or retired disposition by Ventasthe Operating Partnership, Inc. any Subsidiary or any unconsolidated joint venture in which the Operating Partnership or any Subsidiary owns an interest, of its Subsidiaries any assets since the first day of such four-quarter period to the date of determination had occurred at the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; and (iii) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, stock purchase or stock sale, or asset purchase or sale) , such acquisition or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, the acquisition, disposition, placement in service or removal from service disposition and any related repayment or refinancing of Debt had occurred as of the first day of such period, period with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation. For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by the Operating Partnership, its Subsidiaries and by any unconsolidated joint venture, whenever the Operating Partnership, any Subsidiary, or any unconsolidated joint venture, as the case may be, shall create, assume, guarantee or otherwise become liable in respect thereof.

Limitations on Incurrence of Debt. (a) Ventas, Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Debt if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Debt would exceed 60% of the sum of (without duplication) (i) Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (b) Ventas, Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Secured Debt if, immediately after giving effect to the Incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Secured Debt would exceed 50% of the sum of (without duplication) (i) Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (c) Ventas, Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Debt if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: (i) the additional Debt and any other Debt Incurred by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debt, including to refinance other Debt, had occurred at the beginning of such period; provided, that in determining the amount of Debt so Incurred, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; (ii) the repayment or retirement of any other Debt repaid or retired by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination had occurred at the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; and (iii) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, the acquisition, disposition, placement in service or removal from service and any related repayment or refinancing of Debt had occurred as of the first day of such period, with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation.the

Limitations on Incurrence of Debt. (a) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur incur any Debt, other than Intercompany Debt and guarantees of Debt incurred by the Company or its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all of the Company’s and its Subsidiaries’ outstanding Debt would exceed on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication) (i1) Total Assets as of the end of the Latest Completed Quarter calendar quarter covered in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the SEC (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Debt and (ii2) the purchase price of any Real Estate Assets real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets real estate assets or mortgages receivable or used to reduce Debt), by the Company or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the Latest Completed Quarterincurrence of such additional Debt. (b) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur incur any Secured Debt, other than Intercompany Debt and guarantees of Debt incurred by the Company or its Subsidiaries in compliance with this Indenture, secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the Company’s or any of its Subsidiaries’ property if, immediately after giving effect to the Incurrence incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all of the Company’s and its Subsidiaries’ outstanding Secured Debt would exceed 50on a consolidated basis which is secured by any mortgage, lien, charge, pledge, encumbrance or security interest on the Company’s or its Subsidiaries’ property is greater than 40% of the sum of (without duplication) (i1) Total Assets as of the end of the Latest Completed Quarter calendar quarter covered in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the SEC (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Debt and (ii2) the purchase price of any Real Estate Assets real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets real estate assets or mortgages receivable or used to reduce Debt), by the Company or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the Latest Completed Quarterincurrence of such additional Debt; provided, that for purposes of this limitation, the amount of obligations under capital leases shown as a liability on the Company’s consolidated balance sheet shall be deducted from Debt and from Total Assets. (c) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur incur any Debt, other than Intercompany Debt ifand guarantees of Debt by the Company or its Subsidiaries in compliance with this Indenture, immediately if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5 to 1. 0, on an unaudited pro forma basis after giving effect thereto and to the Incurrence application of the proceeds therefrom, and calculated on the assumption that: (1) such additional Debt and any other Debt Incurred since incurred by the end of the Latest Completed Quarter Company and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: (i) the additional Debt and any other Debt Incurred by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debttherefrom, including to refinance other Debt, had occurred at the beginning of such period; provided(2) the repayment or retirement of any other Debt by the Company and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, that in determining the amount of Debt so Incurredmaking 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; ); (ii3) in the repayment case of Acquired Debt or retirement 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 the appropriate adjustments with respect to such acquisition being included in such unaudited pro forma calculation; and (4) in the case of any acquisition or disposition by the Company or its Subsidiaries of any asset or group of assets or other Debt repaid placement of any assets in service or retired removal of any assets from service by Ventas, Inc. the Company or any of its Subsidiaries since the first day of such four-quarter period to the date of determination had occurred at the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; and (iii) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, the acquisition, disposition, placement in service or removal from service and service, or any related repayment or refinancing of Debt had occurred as of the first day of such period, with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the such acquisition, disposition, placement in service or removal from service service, being included in that such unaudited pro forma calculation. (d) The Company, together with its Subsidiaries, will at all times maintain an Unencumbered Total Asset Value in an amount not less than 150% of the aggregate outstanding principal amount of all the Company’s and its Subsidiaries’ unsecured Debt, taken as a whole. (e) The Company will, and will cause each of its Subsidiaries to, maintain insurance with financially sound and reputable insurance companies against such risks and in such amounts as is customarily maintained by persons engaged in similar businesses or as may be required by applicable law.

Limitations on Incurrence of Debt. (ai) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any additional Debt if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Debt would exceed of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (A) (i) the Total Assets as of the end of the fiscal quarter covered by the Company’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 or required under the Exchange Act, with the Trustee) (such quarter, the “Latest Completed Quarter and Fiscal Quarter”) prior to the incurrence of such additional Debt; and (iiB) the purchase price of any Real Estate Assets 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 real estate assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of the such Latest Completed Fiscal Quarter, including those proceeds obtained in connection with the incurrence of such additional Debt. For purposes of this Supplemental Indenture, the sum of (A) and (B) above is the Company’s “Adjusted Total Assets.” (bii) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any additional Secured Debt if, immediately after giving effect to the Incurrence incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Secured Debt would exceed 50of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 40% of the sum of (without duplication) (i) Adjusted Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed QuarterAssets. (ciii) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any additional Debt if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and on a pro forma basis, including the application of the net proceeds therefrom, the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense Annual Debt Service for the four (4) consecutive fiscal quarters ending with most recently ended prior to the Latest Completed Quarter would date on which such additional Debt is to be incurred is less than 1.50 1.5 to 1.00 on a pro forma basis 1.0, and calculated on the assumption (without duplication) assumptions that: (iA) the additional such Debt and any other Debt Incurred incurred by Ventas, Inc. or any of the Company and its Subsidiaries on a consolidated basis since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debttherefrom, including to refinance other Debt, had occurred at the beginning of such period; provided; (B) the repayment, that retirement or other discharge of any other Debt by the Company and its Subsidiaries on a consolidated basis since the first day of such four-quarter period had occurred at the beginning of such period (except that, in determining the amount of Debt so Incurredmaking 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); (iiC) in the repayment case of Acquired Debt or retirement Debt incurred in connection with or in contemplation of any other Debt repaid or retired by Ventasacquisition, Inc. or including any of its Subsidiaries Person becoming a Subsidiary, since the first day of such four-quarter period to period, the date of determination related acquisition had occurred at as of the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance first day of such Debt during period with appropriate adjustments with respect to such periodacquisition being included in such pro forma calculation; and (iiiD) in the case of any acquisition or disposition by the Company and its Subsidiaries on a consolidated basis of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determinationperiod, the acquisitionwhether by merger, dispositionstock purchase or sale, placement in service or removal from service and asset purchase or sale, such acquisition or disposition or any related repayment or refinancing of Debt had occurred as of the first day of such period, period with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that 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 interest 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 which would have been in effect during the entirety of such four-quarter period had been the applicable rate for the entirety of such period.

Limitations on Incurrence of Debt. In addition to the covenants set forth in Article Ten of the Senior Indenture, there are established pursuant to Section 9.01(2) of the Senior Indenture the following covenants for the benefit of the Holders of the Notes and to which the Notes shall be subject: (a) Ventas, Inc. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, Incur any Debt Debt, other than Intercompany Debt, if, immediately after giving effect to the Incurrence of such the additional Debt and any other Debt Debt, other than Intercompany Debt, Incurred since the end of the Latest Completed Quarter prior to the Incurrence of the additional Debt and the application of the net proceeds therefromof the additional Debt and such other Debt, the aggregate principal amount of all outstanding Total Outstanding Debt would exceed 60% of the sum of (without duplication) (i) Total Assets as of the end of the such Latest Completed Quarter and (ii) 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 real estate assets for which the Capitalized Property Value is included in Total Assets as of the end of such Latest Completed Quarter (as a result of the penultimate sentence of the definition of Property EBITDA or otherwise) or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of the such Latest Completed Quarter. (b) Ventas, Inc. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, Incur any Secured Debt, other than Secured Debt that is also Intercompany Debt, if, immediately after giving effect to the Incurrence of such the additional Secured Debt and any other Secured Debt Debt, other than Intercompany Debt, Incurred since the end of the Latest Completed Quarter prior to the Incurrence of the additional Secured Debt and the application of the net proceeds therefromof the additional Secured Debt and such other Secured Debt, the aggregate principal amount of all outstanding Secured Debt would exceed is greater than 50% of the sum of (without duplication) (i) Total Assets as of the end of the such Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (c) Ventas, Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Debt if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: (i) the additional Debt and any other Debt Incurred by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debt, including to refinance other Debt, had occurred at the beginning of such period; provided, that in determining the amount of Debt so Incurred, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; (ii) the repayment or retirement of any other Debt repaid or retired by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination had occurred at the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; and (iii) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, the acquisition, disposition, placement in service or removal from service and any related repayment or refinancing of Debt had occurred as of the first day of such period, with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation.

Limitations on Incurrence of Debt. The Company will not, and will not permit any Restricted Subsidiary to, incur any Debt (including Acquired Debt), other than Permitted Indebtedness, provided that the Company may incur Debt if at the time of such incurrence either (a) Ventas, Inc. shall not, and shall not permit any the ratio of its Subsidiaries to, Incur any Debt if, immediately after giving effect Adjusted Earnings Available for Fixed Charges to Adjusted Fixed Charges for the period consisting of the four full consecutive fiscal quarters most recently ended prior to the Incurrence of date on which such additional Debt is to be incurred (after giving pro forma effect to (i) the incurrence of such Debt and any other Debt Incurred since the end of the Latest Completed Quarter and (if applicable) the application of the net proceeds therefrom, including to refinance other Debt, as if such Debt was incurred, and the aggregate principal amount application of all outstanding Debt would exceed 60% such proceeds occurred, on the first day of the sum of (without duplication) (i) Total Assets as of the end of the Latest Completed Quarter and such four-quarter period, (ii) the purchase price incurrence, repayment or retirement of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (b) Ventas, Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Secured Debt if, immediately after giving effect to the Incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Secured Debt would exceed 50% of the sum of (without duplication) (i) Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (c) Ventas, Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Debt if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since by the end of the Latest Completed Quarter Company and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: (i) the additional Debt and any other Debt Incurred by Ventas, Inc. or any of its Restricted Subsidiaries since the first day of such four-quarter period to as if such Debt was incurred, repaid or retired on the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds first day of such Debtfour-quarter period (except that, including to refinance other Debt, had occurred at the beginning of in making such period; provided, that in determining the amount of Debt so Incurredcomputation, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such four-quarter period; ), and (iiiii) the repayment acquisition (whether by purchase, merger or retirement otherwise) or disposition (whether by sale, merger or otherwise) of any other Debt repaid company, entity or retired business acquired or disposed of by Ventasthe Company or its Restricted Subsidiaries (including the operations thereof), Inc. or any of its Subsidiaries as the case may be, since the first day of such four-quarter period to the date of determination had occurred at the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of as if such Debt during such period; and (iii) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since occurred on the first day of such four-quarter period) shall have been (x) greater than 1.75 to 1 for the period from the Issue Date to the date that is 18 months following the Issue Date and (y) greater than 2.0 to 1 thereafter or (b) the Adjusted Debt to Capital Ratio on a pro forma basis after giving effect to the incurrence of determination, such Debt and to the acquisition, disposition, placement in service or removal from service and any related repayment or refinancing application of Debt had occurred the proceeds therefrom as of the first day end of such period, with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect quarter most recently ended prior to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculationdate on which such additional Debt is to be incurred shall have been less than 2.0 to 1.

Limitations on Incurrence of Debt. Section 1004(e) of the Base Indenture is hereby amended and restated in its entirety to read as follows: “In addition to the limitations set forth in subsections (a), (b), (c) Ventasand (d) of this Section 1004, Inc. shall the Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Company or any Subsidiary, whether owned at the date hereof or hereafter acquired, if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all outstanding Debt would exceed 60of the Company and its Subsidiaries on a consolidated basis which is secured by any mortgage, lien, charge, pledge, encumbrance or security interest on property of the Company or any Subsidiary (excluding the Securities so long as (i) all Securities are equally and ratably secured and (ii) the mortgage, lien, charge, pledge, encumbrance or security interest securing the Securities arises pursuant to or in connection with the Security Agency Agreement dated as of August 8, 2003 among the Company, Bank of America N.A, as U.S. agent, ABN AMRO Bank N.V., as European agent, and Bank of America, N.A., as collateral agent, as amended, supplemented, restated, amended and restated or otherwise modified from time to time or replaced with a substantially similar agreement) is greater than 40% of the sum of (without duplication) (i) the Company’s Total Assets as of the end of the Latest Completed Quarter calendar quarter covered in the Company’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, with the Trustee) prior to the incurrence of such additional Debt and (ii) the purchase price of any Real Estate Assets 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 real estate assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the Latest Completed Quarter. (b) Ventas, Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Secured Debt if, immediately after giving effect to the Incurrence incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Secured Debt would exceed 50% of the sum of (without duplication) (i) Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (c) Ventas, Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Debt if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: (i) the additional Debt and any other Debt Incurred by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debt, including to refinance other Debt, had occurred at the beginning of such period; provided, that in determining the amount of Debt so Incurred, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; (ii) the repayment or retirement of any other Debt repaid or retired by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination had occurred at the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; and (iii) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, the acquisition, disposition, placement in service or removal from service and any related repayment or refinancing of Debt had occurred as of the first day of such period, with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation.”

Limitations on Incurrence of Debt. In addition to the covenants set forth in Article Ten of the Senior Indenture, there are established pursuant to Section 9.01(2) of the Senior Indenture the following covenants for the benefit of the Holders of the Notes and to which the Notes shall be subject: (a) Ventas, Inc. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, Incur any Debt Debt, other than Intercompany Debt, if, immediately after giving effect to the Incurrence of such the additional Debt and any other Debt Debt, other than Intercompany Debt, Incurred since the end of the Latest Completed Quarter prior to the Incurrence of the additional Debt and the application of the net proceeds therefromof the additional Debt and such other Debt, the aggregate principal amount of all outstanding Total Outstanding Debt would exceed 60% of the sum of (without duplication) (i) Total Assets Assets, in each case determined as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (b) Ventas, Inc. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, Incur any Secured Debt, other than Secured Debt that is also Intercompany Debt, if, immediately after giving effect to the Incurrence of such the additional Secured Debt and any other Secured Debt Debt, other than Intercompany Debt, Incurred since the end of the Latest Completed Quarter prior to the Incurrence of the additional Secured Debt and the application of the net proceeds therefromof the additional Secured Debt and such other Secured Debt, the aggregate principal amount of all outstanding Secured Debt would exceed is greater than 50% of the sum of (without duplication) (i) Total Assets determined as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (c) Ventas, Inc. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, Incur any Debt Debt, other than Intercompany Debt, if, immediately after giving effect to the Incurrence of such the additional Debt and any other Debt Incurred since Debt, the end ratio of Annualized Consolidated EBITDA for the Latest Completed Quarter and prior to the application Incurrence of the net proceeds therefromadditional Debt, the ratio of Consolidated EBITDA to Annualized Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter that quarter would be less than 1.50 to 1.00 on a pro forma basis after giving effect to the Incurrence of the additional Debt and to the application of the net proceeds therefrom, and calculated on the assumption (assumption, without duplication) , that: : (i) the additional Debt and any other Debt Incurred by Ventasthe Company, Inc. or any of its Subsidiaries since or any of the Partially-Owned Entities from the first day of such four-that quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debt, including to refinance of (1) Debt under any revolving credit facility or (2) other Debt, had occurred at the beginning of such that period; provided, that in determining the amount of Debt so Incurred, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; (ii) the repayment or retirement of any other Debt repaid or retired by Ventasthe Company, Inc. or any of its Subsidiaries since or any of the Partially-Owned Entities from the first day of such four-that quarter period to the date of determination had occurred at the beginning of that period; providedPROVIDED that, that except as set forth in clause (i) or (iii) of this Section 2.4(c), in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such that period; and and (iii) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventasthe Company, Inc. or any of its Subsidiaries since or any of the Partially-Owned Entities from the first day of such four-that quarter period to the date of determination, including, without limitation, by merger, or stock or asset purchase or sale, (1) the acquisition, disposition, placement in service or removal from service and any related repayment or refinancing of Debt had occurred as of the first day of such that period, with the appropriate adjustments to Consolidated EBITDA and Annualized Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculationcalculation and (2) the application of the net proceeds from a disposition to repay or refinance Debt, including, without limitation, Debt under any revolving credit facility, had occurred on the first day of that period. (d) The Company and its Subsidiaries shall maintain at all times Unencumbered Assets of not less than 150% of the aggregate principal amount of all outstanding Unsecured Debt of the Company and its Subsidiaries.

Limitations on Incurrence of Debt. (ai) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Debt if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Debt would exceed of the Company and its Subsidiaries on a consolidated basis determined in accordance with generally accepted accounting principles is greater than 60% of the sum of (without duplication): (A) (i) the Total Assets of the Company and its Subsidiaries as of the end of the Latest Completed Quarter fiscal quarter covered in the Company’s Annual Report on Form 10‑K, or its Quarterly Report on Form 10‑Q, as the case may be, most recently filed with the Securities and Exchange Commission (iior, if such filing is not permitted or required under the Exchange Act, with the Trustee) prior to the incurrence of such additional Debt and (B) the purchase price of any Real Estate Assets 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 real estate assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of such fiscal quarter, including those proceeds obtained in connection with the Latest Completed Quarterincurrence of such additional Debt. For purposes of this Supplemental Indenture, the sum of (A) and (B) above is the Company’s “Adjusted Total Assets.” (bii) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Secured Debt if, immediately after giving effect to the Incurrence incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Secured Debt would exceed 50of the Company and its Subsidiaries on a consolidated basis determined in accordance with generally accepted accounting principles is greater than 40% of the sum of (without duplication) (i) Adjusted Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed QuarterAssets. (ciii) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Debt if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and on a pro forma basis, including the application of the net proceeds therefrom, the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Debt Service for the four (4) consecutive fiscal quarters ending with most recently ended prior to the Latest Completed Quarter would date on which such additional Debt is to be incurred is less than 1.50 1.5 to 1.00 on a pro forma basis and 1.0, calculated on the assumption (without duplication) assumptions that: (iA) the additional such Debt and any other Debt Incurred incurred by Ventas, Inc. or any of the Company and its Subsidiaries on a consolidated basis since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debttherefrom, including to refinance other Debt, had occurred at the beginning of such period; provided; (B) the repayment, that retirement or other discharge of any other Debt by the Company and its Subsidiaries on a consolidated basis since the first day of such four-quarter period had occurred at the beginning of such period (except that, in determining the amount of Debt so Incurredmaking 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); (iiC) in the repayment case of Acquired Debt or retirement Debt incurred in connection with or in contemplation of any other Debt repaid or retired by Ventasacquisition, Inc. or including any of its Subsidiaries Person becoming a Subsidiary, since the first day of such four-quarter period to period, the date of determination related acquisition had occurred at as of the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance first day of such Debt during period with appropriate adjustments with respect to such periodacquisition being included in such pro forma calculation; and (iiiD) in the case of any acquisition or disposition by the Company and its Subsidiaries of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determinationperiod, the acquisitionwhether by merger, dispositionstock purchase or sale, placement in service or removal from service and asset purchase or sale, such acquisition or disposition or any related repayment or refinancing of Debt had occurred as of the first day of such period, period with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that 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 shall be computed on a pro forma basis as if the average interest rate which would have been in effect during the entirety of such four-quarter period had been the applicable rate for the entirety of such period.

Limitations on Incurrence of Debt. (a) Ventas, Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Debt if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Debt would exceed 60% of the sum of (without duplication) ) (i) Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (b) Ventas, Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Secured Debt if, immediately after giving effect to the Incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Secured Debt would exceed 50% of the sum of (without duplication) ) (i) Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter.or (c) Ventas, Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Debt if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: : (i) the additional Debt and any other Debt Incurred by Ventas, Inc. or any of its Subsidiaries since the first day of such four-four- quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debt, including to refinance other Debt, had occurred at the beginning of such period; provided, that in determining the amount of Debt so Incurred, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; ; (ii) the repayment or retirement of any other Debt repaid or retired by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination had occurred at the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; and and (iii) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, the acquisition, disposition, placement in service or removal from service and any related repayment or refinancing of Debt had occurred as of the first day of such period, with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation.. Section

Limitations on Incurrence of Debt. (a) VentasIf so provided with respect to any series of Securities, Inc. shall the Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Debt if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all outstanding Debt would exceed 60of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 65% of the sum of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the Latest Completed Quarter calendar quarter covered in the Company'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, with the Trustee) prior to the incurrence of such additional Debt and (ii) the purchase price of any Real Estate Assets 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 real estate assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the Latest Completed Quarterincurrence of such additional Debt. (b) VentasIf so provided with respect to any series of Securities, Inc. shall in addition to the limitations set forth in Subsection (a) of this Section 10.12, the Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Secured Debt secured by any Encumbrance upon any of the assets of the Company or any Subsidiary if, immediately after giving effect to the Incurrence incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all outstanding Secured Debt would exceed 50of the Company and its Subsidiaries on a consolidated basis which is secured by any Encumbrance is greater than 55% of the sum of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the Latest Completed Quarter calendar quarter covered in the Company'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, with the Trustee) prior to the incurrence of such additional Debt and (ii) the purchase price of any Real Estate Assets 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 real estate assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the Latest Completed Quarterincurrence of such additional Debt. (c) VentasIf so provided with respect to any series of Securities, Inc. shall in addition to the limitations set forth in Subsection (a) and (b) of this Section 10.12, the Company and its A-63 Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Debt of the Company and its Subsidiaries on a consolidated basis. (d) If so provided with respect to any series of Securities, in addition to the limitations set forth in Subsection (a), (b) and (c) of this Section 10.12, the Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Debt if, immediately if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect thereto and to the Incurrence application of the proceeds therefrom and calculated on the assumption that (i) such additional Debt and any other Debt Incurred since incurred by the end of the Latest Completed Quarter Company and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: (i) the additional Debt and any other Debt Incurred by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debttherefrom, including to refinance other Debt, had occurred at the beginning of such period; provided(ii) the repayment or retirement of any other Debt by the Company and its Subsidiaries since the first day of each such four-quarter period had been repaid or retired at the beginning of such period (except that, that in determining the amount of Debt so Incurredmaking 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; ); (iiiii) in the repayment case of Acquired Debt or retirement of Debt incurred in connection with any other Debt repaid or retired by Ventas, Inc. or any of its Subsidiaries acquisition since the first day of such four-quarter period to period, the date of determination related acquisition had occurred at as of the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance first day of such Debt during period with the appropriate adjustments with respect to such periodacquisition being included in such pro forma calculation; and and (iiiiv) in the case of any acquisition or disposition by the Company or its Subsidiaries of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determinationperiod, the acquisitionwhether by merger, dispositionstock purchase or sale, placement in service or removal from service and asset purchase or sale, such acquisition or disposition or any related repayment or refinancing of Debt had occurred as of the first day of such period, period with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation.

Limitations on Incurrence of Debt. (a) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur incur any Debt (including, without limitation, Acquired Debt) if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromfrom such Debt on a pro forma basis, the aggregate principal amount of all of the Company’s and its Subsidiaries’ outstanding Debt would exceed (determined on a consolidated basis in accordance with GAAP) is greater than 60% of the sum of the following (without duplication): (1) (i) the Company’s and its Subsidiaries’ Total Assets as of the end last day of the Latest Completed Quarter then most recently ended fiscal quarter for which financial information is available and (ii2) the aggregate purchase price of any Real Estate Assets real estate assets or mortgages receivable acquired, and the aggregate amount of any securities offering proceeds and Debt proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets real estate assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of such fiscal quarter, including the Latest Completed Quarterproceeds obtained from the incurrence of such additional Debt. (b) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur incur any Secured Debt (including, without limitation, Acquired Debt) secured by any Lien on any of the Company’s or any of its Subsidiaries’ property or assets, whether owned on the date of the indenture or subsequently acquired, if, immediately after giving effect to the Incurrence incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromfrom such Debt on a pro forma basis, the aggregate principal amount (determined on a consolidated basis in accordance with GAAP) of all of the Company’s and its Subsidiaries’ outstanding Secured Debt would exceed 50which is secured by a Lien on any of the Company’s and its Subsidiaries’ property or assets is greater than 40% of the sum of (without duplication): (1) (i) the Company’s and its Subsidiaries’ Total Assets as of the end last day of the Latest Completed Quarter then most recently ended fiscal quarter for which financial information is available; and (ii2) the aggregate purchase price of any Real Estate Assets real estate assets or mortgages receivable acquired, and the aggregate amount of any securities offering proceeds and Debt proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets real estate assets or mortgages receivable or used to reduce Debt), by the Company or any of its Subsidiaries since the end of such fiscal quarter, including the Latest Completed Quarterproceeds obtained from the incurrence of such additional Debt. (c) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur incur any Debt if, immediately (including without limitation Acquired Debt) if the ratio of Consolidated Income Available for Debt Service to Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters most recently ended prior to the date on Table of Contents which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect to the Incurrence incurrence of such additional Debt and the application of the proceeds from such Debt (determined on a consolidated basis in accordance with GAAP), and calculated on the following assumptions: (i) such Debt and any other Debt Incurred since (including, without limitation, Acquired Debt) incurred by the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: (i) the additional Debt and any other Debt Incurred by Ventas, Inc. Company or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that periodincurred, and the application of the net proceeds of from such Debt, Debt (including to refinance repay or retire other Debt) had occurred, had occurred at on the beginning first day of such period; provided, that in determining the amount of Debt so Incurred, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; (ii) the repayment or retirement of any other Debt repaid or retired by Ventas, Inc. of the Company or any of its Subsidiaries since the first day of such four-quarter period to the date of determination had occurred at on the beginning first day of that period; providedsuch period (except that, that in determining the amount of Debt so repaid or retiredmaking this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility shall will be computed based upon the average daily balance of such Debt during such period); and (iii) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. Company or any of its Subsidiaries of any asset or group of assets with a fair market value in excess of $1.0 million since the first day of such four-quarter period to the date of determinationperiod, the whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition, disposition, placement in service or removal from service and any related repayment or refinancing of Debt had occurred as of the first day of such period, period with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation. If the Debt giving rise to the need to make the calculation described in this Section 6.4(c) 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 Charge, the interest rate on such Debt will be computed on a pro forma basis by applying the average daily rate which would have been in effect during the entire four-quarter period to the greater of the amount of such Debt outstanding at the end of such period or the average amount of such Debt outstanding during such period. For purposes of this Section 6.4(c), Debt will be deemed to be incurred by the Company or any of its Subsidiaries whenever the Company or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. (d) The Company will not have at any time Total Unencumbered Assets of less than 150% of the aggregate principal amount of all of the Company’s and its Subsidiaries’ outstanding Unsecured Debt determined on a consolidated basis in accordance with GAAP.

Limitations on Incurrence of Debt. In addition to the covenants set forth in Article Ten of the Senior Indenture, there are established pursuant to Section 9.01(2) of the Senior Indenture the following covenants for the benefit of the Holders of the Notes and to which the Notes shall be subject: (a) Ventas, Inc. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, Incur any Debt Debt, other than Intercompany Debt, if, immediately after giving effect to the Incurrence of such the additional Debt and any other Debt Debt, other than Intercompany Debt, Incurred since the end of the Latest Completed Quarter prior to the Incurrence of the additional Debt and the application of the net proceeds therefromof the additional Debt and such other Debt, the aggregate principal amount of all outstanding Total Outstanding Debt would exceed 60% of the sum of (without duplication) (i) Total Assets Assets, in each case determined as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (b) Ventas, Inc. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, Incur any Secured Debt, other than Secured Debt that is also Intercompany Debt, if, immediately after giving effect to the Incurrence of such the additional Secured Debt and any other Secured Debt Debt, other than Intercompany Debt, Incurred since the end of the Latest Completed Quarter prior to the Incurrence of the additional Secured Debt and the application of the net proceeds therefromof the additional Secured Debt and such other Secured Debt, the aggregate principal amount of all outstanding Secured Debt would exceed is greater than 50% of the sum of (without duplication) (i) Total Assets determined as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter. (c) Ventas, Inc. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, Incur any Debt Debt, other than Intercompany Debt, if, immediately after giving effect to the Incurrence of such the additional Debt and any other Debt Incurred since Debt, the end ratio of Annualized Consolidated EBITDA for the Latest Completed Quarter and prior to the application Incurrence of the net proceeds therefromadditional Debt, the ratio of Consolidated EBITDA to Annualized Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter that quarter would be less than 1.50 to 1.00 on a pro forma basis after giving effect to the Incurrence of the additional Debt and to the application of the net proceeds therefrom, and calculated on the assumption (assumption, without duplication) , that: : (i) the additional Debt and any other Debt Incurred by Ventasthe Company, Inc. or any of its Subsidiaries since or any of the Partially-Owned Entities from the first day of such four-that quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such that Debt, including to refinance refinance (1) Debt under any revolving credit facility or (2) other Debt, had occurred at the beginning of such that period; provided, that in determining the amount of Debt so Incurred, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; (ii) the repayment or retirement of any other Debt repaid or retired by Ventasthe Company, Inc. or any of its Subsidiaries since or any of the Partially-Owned Entities from the first day of such four-that quarter period to the date of determination had occurred at the beginning of that period; providedPROVIDED that, that except as set forth in clause (i) or (iii) of this Section 2.4(c), in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such that period; and and (iii) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventasthe Company, Inc. or any of its Subsidiaries since or any of the Partially-Owned Entities from the first day of such four-that quarter period to the date of determination, including, without limitation, by merger, or stock or asset purchase or sale, (1) the acquisition, disposition, placement in service or removal from service and any related repayment or refinancing of Debt had occurred as of the first day of such that period, with the appropriate adjustments to Consolidated EBITDA and Annualized Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculationcalculation and (2) the application of the net proceeds from a disposition to repay or refinance Debt, including, without limitation, Debt under any revolving credit facility, had occurred on the first day of that period. (d) The Company and its Subsidiaries shall maintain at all times Unencumbered Assets of not less than 150% of the aggregate principal amount of all outstanding Unsecured Debt of the Company and its Subsidiaries.

Limitations on Incurrence of Debt. (a) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur incur any Debt (including, without limitation, Acquired Debt) if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromfrom such Debt on a pro forma basis, the aggregate principal amount of all of the Company’s and its Subsidiaries’ outstanding Debt would exceed (determined on a consolidated basis in accordance with GAAP) is greater than 60% of the sum of the following (without duplication): (1) (i) the Company’s and its Subsidiaries’ Total Assets as of the end last day of the Latest Completed Quarter and then most recently ended fiscal quarter for which financial information is available plus (ii2) the purchase price aggregate undepreciated cost of any Real Estate Assets investments in real estate assets or mortgages receivable acquired, and the net aggregate amount of any securities offering proceeds and Debt proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets invest in real estate assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of such fiscal quarter, including the Latest Completed Quarterproceeds obtained from the incurrence of such additional Debt, minus the aggregate undepreciated cost of any investments in real estate assets or mortgages receivable disposed of since the end of such fiscal quarter. (b) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur incur any Secured Debt (including, without limitation, Acquired Debt) secured by any Lien on any of the Company’s or any of its Subsidiaries’ property or assets, whether owned on the date of the indenture or subsequently acquired, if, immediately after giving effect to the Incurrence incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromfrom such Debt on a pro forma basis, the aggregate principal amount (determined on a consolidated basis in accordance with GAAP) of all of the Company’s and its Subsidiaries’ outstanding Secured Debt would exceed 50that is secured by a Lien on any of the Company’s and its Subsidiaries’ property or assets is greater than 40% of the sum of (without duplication): (1) (i) the Company’s and its Subsidiaries’ Total Assets as of the end last day of the Latest Completed Quarter and then most recently ended fiscal quarter for which financial information is available; plus (ii2) the purchase price aggregate undepreciated cost of any Real Estate Assets investments in real estate assets or mortgages receivable acquired, and the net aggregate amount of any securities offering proceeds and Debt proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets invest in real estate assets or mortgages receivable or used to reduce Debt), by the Company or any of its Subsidiaries since the end of such fiscal quarter, including the Latest Completed Quarterproceeds obtained from the incurrence of such additional Debt, minus the aggregate undepreciated cost of any investments in real estate assets or mortgages receivable disposed of since the end of such fiscal quarter. (c) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur incur any Debt if, immediately (including without limitation Acquired Debt) if the ratio of Consolidated Income Available for Debt Service to Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred will have been less than 1.5:1 on a pro forma basis after giving effect to the Incurrence incurrence of such additional Debt and the application of the proceeds from such Debt (determined on a consolidated basis in accordance with GAAP), and calculated on the following assumptions: (i) such Debt and any other Debt Incurred since (including, without limitation, Acquired Debt) incurred by the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: (i) the additional Debt and any other Debt Incurred by Ventas, Inc. Company or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that periodincurred, and the application of the net proceeds of from such Debt, Debt (including to refinance repay or retire other Debt) had occurred, had occurred at on the beginning first day of such period; provided, that in determining the amount of Debt so Incurred, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; (ii) the repayment or retirement of any other Debt repaid or retired by Ventas, Inc. of the Company or any of its Subsidiaries since the first day of such four-quarter period to the date of determination had occurred at on the beginning first day of that period; providedsuch period (except that, that in determining the amount of Debt so repaid or retiredmaking this computation, the amount of Debt under any revolving credit facility, line of credit or similar facility shall will be computed based upon the average daily balance of such Debt during such period); and (iii) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. Company or any of its Subsidiaries of any asset or group of assets since the first day of such four-quarter period to the date of determinationperiod, the whether by merger, stock purchase or sale or asset purchase or sale or otherwise, such acquisition, disposition, placement in service or removal from service and any related repayment or refinancing of Debt had occurred as of the first day of such period, period with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation. If the Debt giving rise to the need to make the calculation described in this Section 6.4(c) 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 Charge, the interest rate on such Debt will be computed on a pro forma basis by applying the daily rate which was, or would have been, in effect at the end of such four-quarter period to the greater of the amount of such Debt outstanding at the end of such period or the average amount of such Debt outstanding during such period. For purposes of this Section 6.4(c), Debt will be deemed to be incurred by the Company or any of its Subsidiaries whenever the Company or such Subsidiary will create, assume, guarantee or otherwise become liable in respect thereof. (d) The Company will not have at the end of each fiscal quarter Total Unencumbered Assets of less than 150% of the aggregate principal amount of all of the Company’s and its Subsidiaries’ outstanding Unsecured Debt determined on a consolidated basis in accordance with GAAP.

Limitations on Incurrence of Debt. (a) Ventas, Inc. shall The Operating Partnership will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Debt (as defined below), other than intercompany debt (representing Debt to which the only parties are the Company, the Operating Partnership and any of their Subsidiaries (but only so long as such Debt is held solely by any of the Company, the Operating Partnership and any Subsidiary) that is subordinate in right of payment to the Notes), if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromDebt, the aggregate principal amount of all outstanding Debt would exceed be greater than 60% of the sum of (without duplication) (i) the Operating Partnership's Adjusted Total Assets (as defined below) as of the end of the Latest Completed Quarter fiscal quarter prior to the incurrence of such additional Debt and (ii) the purchase price of any Real Estate increase in Adjusted Total Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since from the end of such quarter including, without limitation, any pro forma increase from the Latest Completed Quarter. (b) Ventasapplication of the proceeds of such additional Debt. In addition to the foregoing limitation on the incurrence of Debt, Inc. shall the Operating Partnership will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Debt secured by any mortgage, lien, pledge, encumbrance or security interest of any kind upon any of the property of the Operating Partnership or any Subsidiary ("Secured Debt Debt"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the Incurrence incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromDebt, the aggregate principal amount of all outstanding Secured Debt would exceed 50is greater than 55% of the sum of (without duplication) (i) the Operating Partnership's Adjusted Total Assets as of the end of the Latest Completed Quarter fiscal quarter prior to the incurrence of such additional Secured Debt and (ii) the purchase price of any Real Estate increase in Adjusted Total Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since from the end of such quarter including, without limitation, any pro forma increase from the Latest Completed Quarter. (c) Ventasapplication of the proceeds of such additional Secured Debt. In addition to the foregoing limitations on the incurrence of Debt, Inc. shall the Operating Partnership will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Debt if, immediately if the ratio of Annualized EBITDA After Minority Interest to Interest Expense (in each case as defined below) for the period consisting of the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.75 to 1 on a pro forma basis after giving effect to the Incurrence incurrence of such additional Debt and to the application of the proceeds therefrom, and calculated on the assumption that (i) such Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: (i) the additional Debt and any other Debt Incurred by Ventas, Inc. or any of its Subsidiaries incurred since the first day of such four-quarter period had been incurred, and the proceeds therefrom had been applied (to whatever purposes such proceeds had been applied as of the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds calculation of such Debtratio), including to refinance other Debt, had occurred at the beginning of such period; provided, (ii) any other Debt that has been repaid or retired since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in determining the amount of Debt so Incurredmaking 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; ), (iiiii) the repayment or retirement any income earned as a result of any other Debt repaid assets having been placed in service since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or retired disposition by Ventasthe Operating Partnership, Inc. any Subsidiary or any unconsolidated joint venture in which the Operating Partnership or any Subsidiary owns an interest, of its Subsidiaries any assets since the first day of such four-quarter period to the date of determination had occurred at the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; and (iii) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, stock purchase or stock sale, or asset purchase or sale) , such acquisition or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, the acquisition, disposition, placement in service or removal from service disposition and any related repayment or refinancing of Debt had occurred as of the first day of such period, period with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation. For purposes of the foregoing provisions regarding the limitations on the incurrence of Debt, Debt shall be deemed to be "incurred" by the Operating Partnership, its Subsidiaries and by any unconsolidated joint venture, whenever the Operating Partnership, any Subsidiary, or any unconsolidated joint venture, as the case may be, shall create, assume, guarantee or otherwise become liable in respect thereof.

Limitations on Incurrence of Debt. (ai) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any additional Debt if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Debt would exceed of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication): (A) (i) the Total Assets as of the end of the fiscal quarter covered by the Company’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 or required under the Exchange Act, with the Trustee) (such quarter, the “Latest Completed Quarter and Fiscal Quarter”) prior to the incurrence of such additional Debt and (iiB) the purchase price of any Real Estate Assets 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 real estate assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of the such Latest Completed Fiscal Quarter, including those proceeds obtained in connection with the incurrence of such additional Debt. For purposes of this Supplemental Indenture, the sum of (A) and (B) above is the Company’s “Adjusted Total Assets”. (bii) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any additional Secured Debt if, immediately after giving effect to the Incurrence incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Secured Debt would exceed 50of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 40% of the sum of (without duplication) (i) Adjusted Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed QuarterAssets. (ciii) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any additional Debt if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and on a pro forma basis, including the application of the net proceeds therefrom, the ratio of Consolidated EBITDA Income Available for Debt Service to Interest Expense the Annual Debt Service for the four (4) consecutive fiscal quarters ending with most recently ended prior to the Latest Completed Quarter would date on which such additional Debt is to be incurred is less than 1.50 1.5 to 1.00 on a pro forma basis 1.0, and calculated on the assumption assumptions that: (without duplicationA) that: (i) the additional such Debt and any other Debt Incurred incurred by Ventas, Inc. or any of the Company and its Subsidiaries on a consolidated basis since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debttherefrom, including to refinance other Debt, had occurred at the beginning of such period; provided(B) the repayment, that retirement or other Discharge of any other Debt by the Company and its Subsidiaries on a consolidated basis since the first day of such four-quarter period had occurred at the beginning of such period (except that, in determining the amount of Debt so Incurredmaking 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; ); (iiC) in the repayment case of Acquired Debt or retirement Debt incurred in connection with or in contemplation of any other Debt repaid or retired by Ventasacquisition, Inc. or including any of its Subsidiaries Person becoming a Subsidiary, since the first day of such four-quarter period to period, the date of determination related acquisition had occurred at as of the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance first day of such Debt during period with appropriate adjustments with respect to such periodacquisition being included in such pro forma calculation; and and (iiiD) in the case of any acquisition or disposition by the Company and its Subsidiaries on a consolidated basis of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determinationperiod, the acquisitionwhether by merger, dispositionstock purchase or sale, placement in service or removal from service and asset purchase or sale, such acquisition or disposition or any related repayment or refinancing of Debt had occurred as of the first day of such period, period with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that 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 interest rate then, for purposes of calculating the Annual Debt Service, the interest rate on such Debt shall be computed on a pro forma basis as if the average interest rate which would have been in effect during the entirety of such four-quarter period had been the applicable rate for the entirety of such period.

Limitations on Incurrence of Debt. (a) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur any Debt Indebtedness, other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with the Indenture, if, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter Indebtedness and the application of the net proceeds therefromthereof, the aggregate principal amount of all outstanding Total Outstanding Debt would exceed be greater than 60% of the sum of (without duplication) (i) Total Assets as of the end of the Latest Completed Quarter and (ii) fiscal quarter covered in the purchase price of any Real Estate Assets Company’s annual or mortgages receivable acquired, and the amount of any securities offering proceeds received (quarterly report most recently furnished to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end Holders of the Latest Completed QuarterNotes or filed with the SEC, as the case may be. (b) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur any Secured Debt, other than guarantees of Secured Debt Incurred by the Company or any of its Subsidiaries in compliance with the Indenture, if, immediately after giving effect to the Incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all outstanding Secured Debt would exceed 50be greater than 40% of the sum of (without duplication) (i) Total Assets as of the end of the Latest Completed Quarter and (ii) fiscal quarter covered in the purchase price of any Real Estate Assets Company’s annual or mortgages receivable acquired, and the amount of any securities offering proceeds received (quarterly report most recently furnished to the extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end Holders of the Latest Completed QuarterNotes or filed with the SEC, as the case may be. (c) Ventas, Inc. shall The Company and its Subsidiaries will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of Unsecured Debt. (d) The Company will not, and shall will not permit any of its Subsidiaries to, Incur any Debt ifIndebtedness other than Intercompany Indebtedness and guarantees of Indebtedness Incurred by the Company or any of its Subsidiaries in compliance with the Indenture, immediately after giving effect to the Incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom, if the ratio of Consolidated EBITDA to Interest Expense for the most recent quarterly period covered in the Company’s annual or quarterly report most recently furnished to Holders of the Notes or filed with the SEC, as the case may be and in accordance with Section 6.3 hereof, prior to such time, annualized (i.e., multiplied by four (4)) consecutive fiscal quarters ending with prior to the Latest Completed Quarter would date on which such additional Indebtedness is to be Incurred shall have been less than 1.50 to 1.00 1.50:1.00 on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption (without duplication) that: (i) the additional Debt such Indebtedness and any other Debt Indebtedness Incurred by Ventas, Inc. or any of the Company and its Subsidiaries since the first day of such four-quarter quarterly period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debttherefrom, including to refinance other DebtIndebtedness, had occurred at the beginning of such period; provided; (ii) the repayment or retirement of any Indebtedness (other than Indebtedness repaid or retired with the proceeds of any other Indebtedness, that which repayment or retirement shall be calculated pursuant to the preceding clause (i)) by the Company and its Subsidiaries since the first day of such quarterly period had been repaid or retired at the beginning of such period (except that, in determining the amount of Debt so Incurredmaking such computation, the amount of Debt Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Debt Indebtedness during such period); (iiiii) in the repayment case of Acquired Indebtedness or retirement of Indebtedness Incurred in connection with any other Debt repaid or retired by Ventas, Inc. or any of its Subsidiaries acquisition since the first day of such four-quarter period to quarterly period, the date of determination related acquisition had occurred at as of the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance first day of such Debt during period with the appropriate adjustments with respect to such periodacquisition being included in such pro forma calculation; and (iiiiv) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. the Company or any of its Subsidiaries since from the first day of such four-quarter quarterly period to the date of determination, including, without limitation, by merger, or stock or asset purchase or sale, the acquisition, disposition, placement in service or removal from service and any related repayment or refinancing of Debt had occurred as of the first day of such period, with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service or removal from service being included in that pro forma calculation.

Limitations on Incurrence of Debt. (a) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur incur any Debt, other than Intercompany Debt and guarantees of Debt incurred by the Company or its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all of the Company’s and its Subsidiaries’ outstanding Debt would exceed on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication) (i1) Total Assets as of the end last day of the Latest Completed Quarter calendar quarter covered in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the SEC (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Debt and (ii2) the purchase price of any Real Estate Assets real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets real estate assets or mortgages receivable or used to reduce Debt), by the Company or any of its Subsidiaries since the end last day of such calendar quarter, including those proceeds obtained in connection with the Latest Completed Quarterincurrence of such additional Debt. (b) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur incur any Secured Debt, other than Intercompany Debt and guarantees of Debt incurred by the Company or its Subsidiaries in compliance with this Indenture, secured by any mortgage, lien, charge, pledge, encumbrance or security interest upon any of the Company’s or any of its Subsidiaries’ property if, immediately after giving effect to the Incurrence incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all of the Company’s and its Subsidiaries’ outstanding Secured Debt would exceed 50on a consolidated basis which is secured by any mortgage, lien, charge, pledge, encumbrance or security interest on the Company’s or its Subsidiaries’ property is greater than 40% of the sum of (without duplication) (i1) Total Assets as of the end last day of the Latest Completed Quarter calendar quarter covered in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the SEC (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Debt and (ii2) the purchase price of any Real Estate Assets real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire Real Estate Assets real estate assets or mortgages receivable or used to reduce Debt), by the Company or any of its Subsidiaries since the end last day of such calendar quarter, including those proceeds obtained in connection with the Latest Completed Quarterincurrence of such additional Debt; provided, that for purposes of this limitation, the amount of obligations under capital leases shown as a liability on the Company’s consolidated balance sheet shall be deducted from Debt and from Total Assets. (c) Ventas, Inc. shall The Company will not, and shall will not permit any of its Subsidiaries to, Incur incur any Debt, other than Intercompany Debt ifand guarantees of Debt by the Company or its Subsidiaries in compliance with this Indenture, immediately if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5 to 1.0, on an unaudited pro forma basis after giving effect thereto and to the Incurrence application of the proceeds therefrom (determined on a consolidated basis in accordance with GAAP), and calculated on the assumption that: (1) such additional Debt and any other Debt Incurred since incurred by the end of the Latest Completed Quarter Company and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: (i) the additional Debt and any other Debt Incurred by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debttherefrom, including to refinance other Debt, had occurred at on the beginning first day of such period; provided(2) the repayment or retirement of any other Debt by the Company and its Subsidiaries since the first day of such four-quarter period had been repaid or retired on the first day of such period (except that, that in determining the amount of Debt so Incurredmaking 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; ); (ii3) in the repayment case of Acquired Debt or retirement 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 the appropriate adjustments with respect to such acquisition being included in such unaudited pro forma calculation; and (4) in the case of any acquisition or disposition by the Company or its Subsidiaries of any asset or group of assets or other Debt repaid placement of any assets in service or retired removal of any assets from service by Ventas, Inc. the Company or any of its Subsidiaries since the first day of such four-quarter period to the date of determination had occurred at the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; and (iii) in the case of any acquisition or disposition of any asset or group of assets (including, without limitation, whether by merger, stock purchase or stock sale, or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, the acquisition, disposition, placement in service or removal from service and service, or any related repayment or refinancing of Debt had occurred as of the first day of such period, with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the such acquisition, disposition, placement in service or removal from service service, being included in that such unaudited pro forma calculation. If the Debt giving rise to the need to make the calculation described in this covenant 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 Charge, the interest rate on such Debt will be computed on a pro forma basis as if the average rate which would have been in effect during the entire four-quarter period had been the applicable rate for the entire period. (d) The Company, together with its Subsidiaries, will at all times maintain an Unencumbered Total Asset Value in an amount not less than 150% of the aggregate outstanding principal amount of all the Company’s and its Subsidiaries’ unsecured Debt, taken as a whole.

Limitations on Incurrence of Debt. (a) VentasIf so provided with respect to any series of Securities, Inc. shall the Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Debt if, immediately after giving effect to the Incurrence incurrence of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all outstanding Debt would exceed of the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the Latest Completed Quarter calendar quarter covered in the Company'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, with the Trustee) prior to the incurrence of such additional Debt and (ii) the purchase price of any Real Estate Assets 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 real estate assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the Latest Completed Quarterincurrence of such additional Debt. (b) VentasIf so provided with respect to any series of Securities, Inc. shall in addition to the limitations set forth in SubSection (a) of this Section 10.12, the Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Secured Debt secured by any Encumbrance upon any of the assets of the Company or any Subsidiary if, immediately after giving effect to the Incurrence incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefromthereof, the aggregate principal amount of all outstanding Secured Debt would exceed 50of the Company and its Subsidiaries on a consolidated basis which is secured by any Encumbrance is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Company and its Subsidiaries as of the end of the Latest Completed Quarter calendar quarter covered in the Company'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, with the Trustee) prior to the incurrence of such additional Debt and (ii) the purchase price of any Real Estate Assets 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 real estate assets or mortgages receivable or used to reduce Debt), by the Company or any Subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the Latest Completed Quarterincurrence of such additional Debt. (c) VentasIf so provided with respect to any series of Securities, Inc. shall in addition to the limitations set forth in SubSection (a) and (b) of this Section 10.12, the Company and its Subsidiaries may not at any time own Total Unencumbered Assets equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Debt of the Company and its Subsidiaries on a consolidated basis. (d) If so provided with respect to any series of Securities, in addition to the limitations set forth in SubSection (a), (b) and (c) of this Section 10.12, the Company will not, and shall will not permit any of its Subsidiaries Subsidiary to, Incur incur any Debt if, immediately if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect thereto and to the Incurrence application of the proceeds therefrom and calculated on the assumption that (i) such additional Debt and any other Debt Incurred since incurred by the end of the Latest Completed Quarter Company and the application of the net proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication) that: (i) the additional Debt and any other Debt Incurred by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debttherefrom, including to refinance other Debt, had occurred at the beginning of such period; provided(ii) the repayment or retirement of any other Debt by the Company and its Subsidiaries since the first day of each such four-quarter period had been repaid or retired at the beginning of such period (except that, that in determining the amount of Debt so Incurredmaking 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; ); (iiiii) in the repayment case of Acquired Debt or retirement of Debt incurred in connection with any other Debt repaid or retired by Ventas, Inc. or any of its Subsidiaries acquisition since the first day of such four-quarter period to period, the date of determination related acquisition had occurred at as of the beginning of that period; provided, that in determining the amount of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance first day of such Debt during period with the appropriate adjustments with respect to such periodacquisition being included in such pro forma calculation; and and (iiiiv) in the case of any acquisition or disposition by the Company or its Subsidiaries of any asset or group of assets (including, without limitation, by merger, or stock or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter period to the date of determinationperiod, the acquisitionwhether by merger, dispositionstock purchase or sale, placement in service or removal from service and asset purchase or sale, such acquisition or disposition or any related repayment or refinancing of Debt had occurred as of the first day of such period, period with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition, placement in service such acquisition or removal from service disposition being included in that such pro forma calculation.