Common use of Securities Act Compliance Clause in Contracts

Securities Act Compliance. After the date of this Agreement, the Ventas Entities shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments or requests for additional or supplemental information from the Commission that relate to the Registration Statement or the Prospectus, (iii) of the time and date of the filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation of any proceedings for any of such purposes. The Ventas Entities shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment or, subject to Section 3(a) hereof, shall file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable.

Securities Act Compliance. After the date of this AgreementAgreement and during the Prospectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Applicable Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, or the of any receipt by the Ventas Entities Company of any notification with respect to the suspension of the qualification of the Notes Securities for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposespurposes (including any notice or order pursuant to Section 8A or Rule 401(g)(2) of the Securities Act). The Ventas Entities Company shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof4(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementAgreement and during the Prospectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Applicable Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, or the of any receipt by the Ventas Entities Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposespurposes (including any notice or order pursuant to Section 8A or Rule 401(g)(2) of the Securities Act). The Ventas Entities Company shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof4(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementAgreement and during the Prospectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Applicable Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, or the of any receipt by the Ventas Entities Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposespurposes (including any notice or order pursuant to Section 8A or Rule 401(g)(2) of the Securities Act). The Ventas Entities Company shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof4(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementAgreement and during the Prospectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives Underwriters in writing (i) when the Registration Statement, if not effective at the Execution Applicable Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, or the of any receipt by the Ventas Entities Company of any notification with respect to the suspension of the qualification of the Notes Securities for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposespurposes (including any notice or order pursuant to Section 8A or Rule 401(g)(2) of the Securities Act). The Ventas Entities Company shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof4(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their its commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as reasonably practicable. Additionally, the Company agrees that it shall comply in all material respects with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, during the Ventas Entities Prospectus Delivery Period, the Company shall promptly advise the Representatives Underwriters, the Representative and Representative’s counsel in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iiiii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus the Pricing Prospectus or the Prospectus, (iviii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (viv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus the Pricing Prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Offered Securities from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities If the Commission shall use their commercially reasonable efforts to prevent the issuance of enter any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable possible moment or, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder and will confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementAgreement and during the Prospectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Applicable Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, or the of any receipt by the Ventas Entities Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposespurposes (including any notice or order pursuant to Section 8A or Rule 401(g)(2) of the Securities Act). The Ventas Entities Company shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementAgreement and during the Prospectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Applicable Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, or the of any receipt by the Ventas Entities Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposespurposes (including any notice or order pursuant to Section 8A or Rule 401(g)(2) of the Securities Act). The Ventas Entities Company shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementAgreement and during the Prospectus Delivery Period, the Ventas Entities Issuers shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Applicable Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, or the of any receipt by the Ventas Entities Issuers of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposespurposes (including any notice or order pursuant to Section 8A or Rule 401(g)(2) of the Securities Act). The Ventas Entities Issuers shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Issuers will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof4(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Issuers agree that they shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Issuers under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementAgreement and during the Prospectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Applicable Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, or the of any receipt by the Ventas Entities Company of any notification with respect to the suspension of the qualification of the Notes Securities for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposespurposes (including any notice or order pursuant to Section 8A of the Securities Act). The Ventas Entities Company shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof4(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives Underwriter in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice of prevention or suspension at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment orpossible moment, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, during the Ventas Entities Prospectus Delivery Period, the Company shall promptly advise the Representatives Placement Agent in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iiiii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus the Pricing Prospectus or the Prospectus, (iviii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (viv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus the Pricing Prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice of prevention or suspension at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment orpossible moment, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice of prevention or suspension at any time, the Ventas Entities Company shall use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment orpossible moment, subject to Section 3(a) hereof, or shall file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and shall use its best efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementAgreement and during the Prospectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Applicable Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, or the of any receipt by the Ventas Entities Company of any notification with respect to the suspension of the qualification of the Notes Securities for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposespurposes (including any notice or order pursuant to Section 8A or Rule 401(g)(2) of the Securities Act). The Ventas Entities Company shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof4(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their its commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply in all material respects with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, ; (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate or any regulatory or administrative authority in a state where the Underwriters propose to offer and sell the Registration Statement or the Prospectus, Shares; (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, ; (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, ; and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate the suspension Common Stock from being quoted on the OTCBB or from being listed on any securities exchange upon which it is listed for trading, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice of prevention or suspension at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment orpossible moment, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities shall promptly advise the Representatives Underwriter in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments or requests for additional or supplemental information from the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the of any receipt by the Ventas Entities of any notification with respect to the suspension of the qualification of the Notes Securities for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposes. The Ventas Entities shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment moment, or, subject to Section 3(a) hereof, shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Ventas Entities agree that they shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the of any receipt by the Ventas Entities of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposes. The Ventas Entities shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment moment, or, subject to Section 3(a) hereof, shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Ventas Entities agree that they shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments or requests for additional or supplemental information from the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the of any receipt by the Ventas Entities of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposes. The Ventas Entities shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment moment, or, subject to Section 3(a) hereof, shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Ventas Entities agree that they shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, ; (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate or any regulatory or administrative authority in a state where the Underwriters propose to offer and sell the Registration Statement or the Prospectus, Securities; (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, ; (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, ; and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate the suspension Common Stock from being quoted on the OTCBB or from being listed on any securities exchange upon which it is listed for trading, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice of prevention or suspension at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment orpossible moment, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate relating to the Registration Statement or the ProspectusStatement, (iiiii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus, the Prospectus or the any Issuer Free Writing Prospectus, (iviii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (iv) of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Preliminary Prospectus, the Prospectus or the receipt by the Ventas Entities any Issuer Free Writing prospectus, or of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Securities from any securities exchange upon which they are listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially its reasonable best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially its reasonable best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430A, 433, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and the Company shall pay the registration fee for this offering within the time period required by Rule 456(b)(1) under the Securities Act (without giving effect to the proviso therein) and in any event prior to the Closing Date.

Securities Act Compliance. After the date of this AgreementAgreement and during the Prospectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives Underwriter in writing (i) when the Registration Statement, if not effective at the Execution Applicable Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, or the of any receipt by the Ventas Entities Company of any notification with respect to the suspension of the qualification of the Notes Securities for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposespurposes (including any notice or order pursuant to Section 8A of the Securities Act). The Ventas Entities Company shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof4(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementAgreement and during the Delivery Period, the Ventas Entities Company shall promptly advise the Representatives Agent in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iiiii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Time of Sale Prospectus, any preliminary free writing prospectus or the Prospectus, (iviii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (viv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any amendment or supplement to the Time of Sale Prospectus or the Prospectus or of any order or notice preventing or suspending the use of the Registration StatementTime of Sale Prospectus, any preliminary free writing prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Shares from any securities exchange upon which they are listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Until such time as any stop order is lifted, the Agent may cease making Sales under this Agreement. Additionally, the Company agrees that it shall comply with the provisions of Rule 424(b), Rule 433 and Rule 430A, as applicable, under the Securities Act and will use their commercially its reasonable efforts to prevent confirm that any filings made by the issuance Company under such Rule 424(b) or Rule 433 were received in a timely manner by the Commission. If, after the date of any such stop order this Agreement, the Company receives notice pursuant to Rule 401(g)(2) under the Securities Act from the Commission or order or notice of prevention or suspension otherwise ceases to be eligible to use the automatic shelf registration form, the Company shall promptly advise the Agent in writing of such use. If the Commission shall enter any such stop order notice or issue any such order or notice at any time, the Ventas Entities shall use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment or, subject to Section 3(a) hereof, shall file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicableineligibility.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Issuer shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Issuer shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice of prevention or suspension at any time, the Ventas Entities shall Issuer will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment orpossible moment, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Issuer agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Issuer under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, during the Ventas Entities Prospectus Delivery Period, the Company shall promptly advise the Representatives Underwriter in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iiiii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus the Pricing Prospectus or the Prospectus, (iviii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (viv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus the Pricing Prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Ordinary Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice of prevention or suspension at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment orpossible moment, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementAgreement and until the end of the Prospectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) under the Securities Act were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities (vi) of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes, and (vii) of any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement or if the Company becomes subject to a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such useuse and to prevent the suspension of any qualification of the Shares for offering or sale or the loss or suspension of any exemption from any such qualification. If the Commission shall enter any such stop order or issue any such order or notice at any time, or such suspension or loss occurs, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order order, notice or order or notice suspension at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementExecution Time, the Ventas Entities Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement Statement, any new registration statement relating to the Notes or any amendment or supplement to any preliminary prospectus the Preliminary Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement or such new registration statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement Statement, or notice objecting to its use pursuant to Rule 401(g)(2), or of any order or notice from any Governmental Entity preventing or suspending the use of the Registration StatementStatement or such new registration statement, any preliminary prospectus the Preliminary Prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially its reasonable best efforts to prevent the issuance of any such stop order or such order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such prevention or suspension order or notice is issued at any time, the Ventas Entities shall Company will use their commercially its reasonable best efforts to obtain the lifting or reversal of such stop order or order or notice thereof at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof, shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially its reasonable best efforts to have such amendment or new registration statement declared become effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), including with respect to the timely filing of documents thereunder, and will use its reasonable best efforts to confirm that any filings made by the Company under Rule 424(b) under the Securities Act were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Notes within the time required by Rule 456(b)(1)(i) under the Securities Act and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After Until the date completion of this Agreementthe public offer and sale of the Notes, the Ventas Entities Issuers shall promptly advise the Representatives Manager in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments or requests for additional or supplemental information from the Commission that relate to the Registration Statement or the Prospectus, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (ivii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (viii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the of any receipt by the Ventas Entities Issuers of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposespurposes (including any notice or order pursuant to Section 8A or Rule 401(g)(2) of the Securities Act). The Ventas Entities Issuers shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Issuers will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable possible moment or, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Issuers agree that they shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Issuers under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives WSI in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof3(A)(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) under the Securities Act were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementAgreement and during the Prospectus Delivery Period, the Ventas Entities Issuers shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iiiii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, (iviii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (viv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, or the of any receipt by the Ventas Entities Issuers of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposespurposes (including any notice or order pursuant to Section 8A or Rule 401(g)(2) of the Securities Act). The Ventas Entities Issuers shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Issuers will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof4(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Issuers agree that they will comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Issuers under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate relating to the Registration Statement or the ProspectusStatement, (iiiii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus, the Prospectus or the any Issuer Free Writing Prospectus, (iviii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (iv) of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus, the Prospectus or any Issuer Free Writing prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Common Stock or the ProspectusSecurities from any securities exchange upon which they are listed for trading or included or designated for quotation, or the receipt by the Ventas Entities of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially its reasonable best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially its reasonable best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430A, 433, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and the Company shall pay the registration fee for this offering within the time period required by Rule 456(b)(1) under the Securities Act (without giving effect to the proviso therein) and in any event prior to the Closing Date.

Securities Act Compliance. After the date of this AgreementExecution Time, the Ventas Entities Company shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement Statement, any new registration statement relating to the Notes or any amendment or supplement to any preliminary prospectus the Preliminary Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement or such new registration statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement Statement, or notice objecting to its use pursuant to Rule 401(g)(2), or of any order or notice from any Governmental Entity preventing or suspending the use of the Registration StatementStatement or such new registration statement, any preliminary prospectus the Preliminary Prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially its reasonable best efforts to prevent the issuance of any such stop order or such order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such prevention or suspension order or notice is issued at any time, the Ventas Entities shall Company will use their commercially its reasonable best efforts to obtain the lifting or reversal of such stop order or order or notice thereof at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof, shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially its reasonable best efforts to have such amendment or new registration statement declared become effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), including with respect to the timely filing of documents thereunder, and will use its reasonable best efforts to confirm that any filings made by the Company under Rule 424(b) under the Securities Act were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Notes within the time required by Rule 456(b)(1)(i) under the Securities Act and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After the date of this Agreement, and until such time as the Ventas Entities Underwriters are no longer required to deliver a Prospectus in order to confirm sales of the Offered Shares, the Company shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iiiii) of the time and date of the any filing of any post-effective amendment to the Registration Statement, any Rule 462(b) Registration Statement or any amendment or supplement to any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus or the Prospectus, (iviii) of the time and date that any post-effective amendment to the Registration Statement or any Rule 462(b) Registration Statement becomes effective, effective and (viv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, any Rule 462(b) Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus or of any order or notice preventing or suspending the use of any preliminary prospectus, the Registration StatementTime of Sale Prospectus, any preliminary free writing prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Ordinary Shares from any securities exchange upon which they are listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment orpossible moment. Additionally, subject to Section 3(a) hereofthe Company agrees that it shall comply with the provisions of Rule 424(b), shall file an amendment to Rule 433 and Rule 430A, as applicable, under the Registration Statement or a new registration statement Securities Act and will use their commercially reasonable efforts to have confirm that any filings made by the Company under such amendment Rule 424(b) or new registration statement declared effective as soon as practicableRule 433 were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially its reasonable best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially its reasonable best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430B and 433, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) under the Securities Act were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, during the Ventas Entities Prospectus Delivery Period, the Company shall promptly advise the Representatives Underwriters through the Representative in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iiiii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus the Pricing Prospectus or the Prospectus, (iviii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (viv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus the Pricing Prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Ordinary Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice of prevention or suspension at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment orpossible moment, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Issuers shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Issuers shall use their commercially reasonable best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice of prevention or suspension at any time, the Ventas Entities shall Issuers will use their commercially reasonable best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment orpossible moment, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Issuers agree that they shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use their reasonable efforts to confirm that any filings made by the Issuers under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) under the Securities Act were received in a timely manner by the Commission.

Securities Act Compliance. After The Company will use its best efforts to cause the date Registration Statement and any amendment thereof, if not effective at the Execution Time, to become effective as promptly as practicable. Prior to the termination of this Agreementthe offering of the Securities, the Ventas Entities shall Company will not file or distribute any amendment of the Registration Statement or supplement to the Prospectus unless the Company has furnished you a copy for your review prior to filing and will not file or distribute any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives in writing (i1) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii2) of the receipt of any comments or requests for additional or supplemental information from the Commission that relate to the Registration Statement or when the Prospectus, and any supplement thereto, shall have been filed (iiiif required) with the Commission pursuant to Rule 424(b) or when any Registration Statement shall have been filed with the Commission pursuant to Rule 462(b), (3) when, prior to termination of the time and date offering of the filing of Securities, any post-effective amendment to the Registration Statement shall have been filed or become effective, (4) of any request by the Commission or its staff for any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effectiveor for any supplement to the Prospectus or for any additional information, and (v5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any order or notice preventing or suspending the use proceeding for that purpose and (6) of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities Company of any notification with respect to the suspension of the qualification of the Notes Securities for sale in any jurisdiction or the initiation institution or threatening of any proceedings proceeding for any of such purposespurpose. The Ventas Entities shall Company will use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or the suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any timequalification and, the Ventas Entities shall use their commercially reasonable efforts if issued, to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment or, subject to Section 3(a) hereof, shall file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicablepossible the withdrawal thereof.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Ordinary Shares from any securities exchange upon which they are listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their its commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their its commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof3(A)(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their its commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) under the Securities Act were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice of prevention or suspension at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment orpossible moment, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the of any receipt by the Ventas Entities of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposes. The Ventas Entities shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment moment, or, subject to Section 3(a) hereof), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, Xxxxxx agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Issuer shall promptly advise the Representatives Underwriter in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Issuer shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice of prevention or suspension at any time, the Ventas Entities shall Issuer will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment orpossible moment, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Issuer agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Issuer under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives Barclays Capital Inc. in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from the Commission that relate to the Registration Statement or the ProspectusCommission, (iiiii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iviii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (viv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement Statement, or notice objecting to its use pursuant to Rule 401(g)(2), or any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the ProspectusProspectus or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or the receipt by the Ventas Entities of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings proceeding for any such purpose, and (vi) if the Company becomes the subject of such purposesa proceeding under Section 8A of the Securities Act in connection with the offering of the Shares. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, of the Securities Act Regulations, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives Xxxxxx Xxxxxxx in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) under the Securities Act were received in a timely manner by the Commission.

Securities Act Compliance. After During the date of this AgreementProspectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives Underwriter in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the of any receipt by the Ventas Entities Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof4(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After During the date of this AgreementProspectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the of any receipt by the Ventas Entities Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice of prevention or suspension at any time, the Ventas Entities shall Company will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment orpossible moment, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and use their its commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, during the Ventas Entities Prospectus Delivery Period, the Company shall promptly advise the Representatives Underwriters, the Representative and Representative’s counsel in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iiiii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus the Pricing Prospectus or the Prospectus, (iviii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (viv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus the Pricing Prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Offered Securities from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities If the Commission shall use their commercially reasonable efforts to prevent the issuance of enter any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable possible moment or, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder and will confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives and the Forward Seller in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from the Commission that relate to the Registration Statement or the ProspectusCommission, (iiiii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iviii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (viv) of the issuance by the Commission of any stop order by the Commission suspending the effectiveness of the Registration Statement Statement, or notice objecting to its use pursuant to Rule 401(g)(2), or any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the ProspectusProspectus or threatening of any such proceedings for that purpose or for any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of any proceedings to remove, suspend or terminate from listing or quotation the Common Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or the receipt by the Ventas Entities of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings proceeding for any such purpose, and (vi) if the Company becomes the subject of such purposesa proceeding under Section 8A of the Securities Act in connection with the offering of the Shares. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(aSections 4(a) hereofand 4(d), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, of the Securities Act Regulations, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) of the Securities Act Regulations were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After During the date of this AgreementProspectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to in connection with the Registration Statement Company or the ProspectusOffering, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially its reasonable best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any timeduring the Prospectus Delivery Period, the Ventas Entities shall Company will use their commercially its reasonable best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable best efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementAgreement and during the Prospectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Applicable Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, or the of any receipt by PLDOCS01/88361.2A15 the Ventas Entities Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposespurposes (including any notice or order pursuant to Section 8A or Rule 401(g)(2) of the Securities Act). The Ventas Entities Company shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof4(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives BAS in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Units, the Common Stock or the Warrants from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially its reasonable best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially its reasonable best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) under the Securities Act were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementAgreement and during the Prospectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially its reasonable best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their its commercially reasonable efforts to obtain the lifting of such order or notice as soon as is reasonably possible or reversal of such stop order or order or notice at the earliest practicable moment orpossible moment, or subject to Section 3(a) hereof3(A)(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their its commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430A and 430C, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its commercially reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After Until the date completion of this Agreementthe public offer and sale of the Notes, the Ventas Entities Issuers shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments or requests for additional or supplemental information from the Commission that relate to the Registration Statement or the Prospectus, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (ivii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (viii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the of any receipt by the Ventas Entities Issuers of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposespurposes (including any notice or order pursuant to Section 8A or Rule 401(g)(2) of the Securities Act). The Ventas Entities Issuers shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Issuers will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable possible moment or, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Issuers agree that they shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Issuers under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities shall promptly advise the Representatives Underwriter in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments or requests for additional or supplemental information from the Commission that relate to the Registration Statement or the Prospectus, (iii) of the time and date of the filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect to the suspension of the qualification of the Notes Securities for sale in any jurisdiction or the initiation of any proceedings for any of such purposes. The Ventas Entities shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment or, subject to Section 3(a) hereof, shall file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at on the Execution Timedate hereof, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice of prevention or suspension at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment orpossible moment, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430A and 433, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iiiii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iviii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (viv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension common stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposespurposes (including any notice or order pursuant to Section 8A or Rule 401(g)(2) of the Securities Act). The Ventas Entities Company and the Guarantors shall use their commercially reasonable best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially its reasonable best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, each of the Company and the Guarantors agrees that it shall comply with the provisions of Rules 424(b), 430A, 430B and 430C, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) under the Securities Act were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementAgreement and during the Prospectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives in writing Representatives, (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iiiii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus the most recent Preliminary Prospectus or the Prospectus, (iviii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (viv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus the most recent Preliminary Prospectus or the Prospectus, or the of any receipt by the Ventas Entities Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposes. The Ventas Entities shall use their commercially reasonable efforts to prevent the issuance of purposes (including any such stop order notice or order pursuant to Section 8A of the Securities Act or notice of prevention Rule 401(g)(2) under the Securities Act) or suspension of such useif the Company ceases to be eligible to use the automatic shelf registration statement form. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment as soon as practicable, or, subject to Section 3(a) hereof4(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B under the Securities Act, as applicable, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) under the Securities Act were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, during the Ventas Entities Prospectus Delivery Period, the Company shall promptly advise the Representatives Underwriters in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iiiii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus the Pricing Prospectus or the Prospectus, (iviii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (viv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus the Pricing Prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Ordinary Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice of prevention or suspension at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment orpossible moment, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Timedate and time that this Agreement is executed and delivered by the parties hereto, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially its reasonable best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially its reasonable best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall (i) comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder and (ii) use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementAgreement and during the Prospectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Applicable Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, or the of any receipt by the Ventas Entities Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposespurposes (including any notice or order pursuant to Section 8A or Rule 401(g)(2) of the Securities Act). The Ventas Entities Company shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof4(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementExecution Time, the Ventas Entities Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement Statement, any new registration statement relating to the Securities or any amendment or supplement to any preliminary prospectus the Preliminary Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement or such new registration statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement Statement, or notice objecting to its use pursuant to Rule 401(g)(2), or of any order or notice from any Governmental Entity preventing or suspending the use of the Registration StatementStatement or such new registration statement, any preliminary prospectus the Preliminary Prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially its reasonable best efforts to prevent the issuance of any such stop order or such order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such prevention or suspension order or notice is issued at any time, the Ventas Entities shall Company will use their commercially its reasonable best efforts to obtain the lifting or reversal of such stop order or order or notice thereof at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof, shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially its reasonable best efforts to have such amendment or new registration statement declared become effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), including with respect to the timely filing of documents thereunder, and will use its reasonable best efforts to confirm that any filings made by the Company under Rule 424(b) under the Securities Act were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) under the Securities Act and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After the date of this AgreementAgreement and during the Prospectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives Underwriters in writing (i) when the Registration Statement, if not effective at the Execution Applicable Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, or the of any receipt by the Ventas Entities Company of any notification with respect to the suspension of the qualification of the Notes Securities for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposespurposes (including any notice or order pursuant to Section 8A or Rule 401(g)(2) of the Securities Act). The Ventas Entities Company shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof4(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially its commer- cially reasonable efforts to have such amendment or new registration statement declared effective as soon as reasonably practicable. Additionally, the Company agrees that it shall comply in all material respects with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives Representatives, the Forward Seller and the Forward Purchaser in writing (i) when the Registration Statement, if not effective at the Execution Applicable Time, shall have become effective, (ii) of the receipt of any comments or requests for additional or supplemental information from the Commission that relate to the Registration Statement or the Prospectus, (iii) of the time and date of the filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities Company of any notification with respect to the suspension of the qualification of the Notes Shares for sale in any jurisdiction or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their its commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities Company shall use their its commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment or, subject to Section 3(a) hereof, shall file an amendment to the Registration Statement or a new registration statement and use their its commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable.

Securities Act Compliance. After the date of this AgreementAgreement and during the Prospectus Delivery Period, the Ventas Entities Issuers shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Applicable Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, or the of any receipt by the Ventas Entities Issuers of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposespurposes (including any notice or order pursuant to Section 8A or Rule 401(g)(2) of the Securities Act). The Ventas Entities Issuers shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Issuers will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof4(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Issuers agree that they shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Issuers under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) under the Securities Act were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Issuer shall promptly advise the Representatives Underwriter in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Issuer shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice of prevention or suspension at any time, the Ventas Entities shall Issuer will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment orpossible moment, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Issuer agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Issuer under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementAgreement and during the Prospectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, or the of any receipt by the Ventas Entities Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposespurposes (including any notice or order pursuant to Section 8A or Rule 401(g)(2) of the Securities Act). The Ventas Entities Company shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof4(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof3(A)(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) under the Securities Act were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, during the Ventas Entities Prospectus Delivery Period, the Company shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iiiii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus prospectus, the Registration Statement or the Prospectus, (iviii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (viv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice of prevention or suspension at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment orpossible moment, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, during the Ventas Entities Prospectus Delivery Period, the Company shall promptly advise the Representatives Placement Agents in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iiiii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, (iviii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (viv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order notice of prevention or notice suspension at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment orpossible moment, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and will use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementAgreement until the end of the Prospectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice of prevention or suspension at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment orpossible moment, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementAgreement and during the Prospectus Delivery Period, the Ventas Entities Issuers shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Applicable Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, or the of any receipt by the Ventas Entities either Issuer of any notification with respect to the suspension of the qualification of the Notes Securities for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposespurposes (including any notice or order pursuant to Section 8A or Rule 401(g)(2) of the Securities Act). The Ventas Entities Issuers shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Issuers will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof4(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, each Issuer agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Issuers under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After (a) The Parent Series A-1 Preferred Shares to be issued pursuant to this Agreement will not be registered under the date Securities Act in reliance on the exemptions from the registration requirements of Section 5 of the Securities Act set forth in Section 4(a)(2) (or Regulation D promulgated thereunder) or Rule 701 thereof. (b) Immediately following the execution and delivery of this Agreement, the Ventas Entities Company shall promptly advise use commercially reasonable efforts to seek to obtain the Representatives Written Consent duly executed by Company Stockholders necessary to obtain the Requisite Stockholder Approval. Promptly following receipt of the Written Consent evidencing the obtainment of the Requisite Stockholder Approval, the Company shall cause its corporate Secretary to deliver a copy of the Written Consent to Parent. Promptly (and in writing any event within five (5) Business Days) following receipt by the Company of the Requisite Stockholder Approval pursuant to the Written Consent, the Company shall deliver an information statement (the “Information Statement”), in form and substance reasonably acceptable to Parent, to the Company Stockholders in compliance with Sections 228(e) and 262 of the DGCL. The Information Statement shall (i) when provide the Registration Statement, if not effective at requisite notice of appraisal and dissenters’ rights under the Execution Time, shall have become effective, DGCL and (ii) include a Letter of Transmittal. The Company will give Parent and its Representatives reasonable opportunity to review and comment on the receipt of Information Statement and the Company will incorporate any reasonable comments that Parent or requests for additional or supplemental information from the Commission that relate to the Registration Statement or the Prospectus, (iii) of the time and date of the filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification its Representatives have made with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation of any proceedings for any of such purposes. Information Statement. (c) The Ventas Entities shall Company will use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall use their its commercially reasonable efforts to obtain the lifting or reversal a duly executed Letter of such stop order or order or notice at the earliest practicable moment or, subject to Section 3(a) hereof, shall file an amendment Transmittal from each Company Stockholder prior to the Registration Statement or a new registration statement Closing Date, and use their commercially reasonable efforts shall provide copies of all such executed Letter of Transmittal to have such amendment or new registration statement declared effective Parent as soon as practicablepracticable following receipt thereof.

Securities Act Compliance. After During the date of this AgreementProspectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives BAS in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate with respect to the Registration Statement or the Prospectusdocuments incorporated by reference therein, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially its reasonable best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially its reasonable best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) under the Securities Act were received in a timely manner by the Commission.

Securities Act Compliance. After During the date of this AgreementProspectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the of any receipt by the Ventas Entities Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof4(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementAgreement and during the Prospectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Applicable Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional addi- tional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, or the of any receipt by the Ventas Entities Company of any notification with respect to the suspension of the qualification of the Notes Securities for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposespurposes (including any notice or order pursuant to Section 8A or Rule 401(g)(2) of the Securities Act). The Ventas Entities Company shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof4(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their its commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply in all material respects with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementAgreement and during the Prospectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives Underwriter in writing (i) when the Registration Statement, if not effective at the Execution Applicable Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Statement or the Prospectus, or the of any receipt by the Ventas Entities Company of any notification with respect to the suspension of the qualification of the Notes Securities for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposespurposes (including any notice or order pursuant to Section 8A of the Securities Act). The Ventas Entities Company shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof4(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementAgreement and during the Prospectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Applicable Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, or the of any receipt by the Ventas Entities Company of any notification with respect to the suspension of the qualification of the Notes Securities for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposespurposes (including any notice or order pursuant to Section 8A or Rule 401(g)(2) of the Securities Act). The Ventas Entities Company shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof4(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430B and 430C, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company and the Operating Partnership shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus prospectus. the Prospectus or the ProspectusForm 10, (iv) of the time and date that any post-effective amendment to the Registration Statement or the Form 10 becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any order suspending or terminating the effectiveness of the Form 10 or of any order or notice preventing preventing, suspending or suspending terminating the use of the Registration Statement, the Form 10, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company and the Operating Partnership shall use their commercially reasonable best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company and the Operating Partnership will use their commercially reasonable best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof), shall will file an amendment to the Registration Statement or the Form 10, as the case may be, or will file a new registration statement and use their commercially reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company and the Operating Partnership agree that they shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use their reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementAgreement and during the Prospectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Applicable Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus Preliminary Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus, or the of any receipt by the Ventas Entities Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposespurposes (including any notice or order pursuant to Section 8A or Rule 401(g)(2) of the Securities Act). The Ventas Entities Company shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof4(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, during the Ventas Entities Prospectus Delivery Period, the Company shall promptly advise the Representatives Underwriters in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iiiii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus the Pricing Prospectus or the Prospectus, (iviii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (viv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment 1 125% of the Offering Price thereto or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus the Pricing Prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Offered Securities from any securities exchange upon which they are listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities If the Commission shall use their commercially reasonable efforts to prevent the issuance of enter any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment orpossible moment, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder and will confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice of prevention or suspension at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment orpossible moment, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Issuer shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Issuer shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice of prevention or suspension at any time, the Ventas Entities shall Issuer will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment orpossible moment, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Issuer agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Issuer under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementExecution Time, the Ventas Entities Company shall promptly advise the Representatives Representative in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement Statement, any new registration statement relating to the Securities or any amendment or supplement to any preliminary prospectus the Preliminary Prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement or such new registration statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement Statement, or notice objecting to its use pursuant to Rule 401(g)(2), or of any order or notice from any Governmental Entity preventing or suspending the use of the Registration StatementStatement or such new registration statement, any preliminary prospectus the Preliminary Prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially its reasonable best efforts to prevent the issuance of any such stop order or such order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such prevention or suspension order or notice is issued at any time, the Ventas Entities shall Company will use their commercially its reasonable best efforts to obtain the lifting or reversal of such stop order or order or notice thereof at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof, shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially its reasonable best efforts to have such amendment or new registration statement declared become effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), including with respect to the timely filing of documents thereunder, and will use its reasonable best efforts to confirm that any filings made by the Company under Rule 424(b) under the Securities Act were received in a timely manner by the Commission. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) under the Securities Act and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).

Securities Act Compliance. After the date of this Agreement, the Ventas Entities shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments or requests for additional or supplemental information from the Commission that relate to the Registration Statement or the Prospectus, (iii) of the time and date of the filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect to the suspension of the qualification of the Notes Securities for sale in any jurisdiction or the initiation of any proceedings for any of such purposes. The Ventas Entities shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment or, subject to Section 3(a) hereof, shall file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) under the Securities Act were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, during the Ventas Entities Prospectus Delivery Period, the Company shall promptly advise the Representatives Underwriter in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iiiii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus prospectus, the Registration Statement or the Prospectus, (iviii) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (viv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice of prevention or suspension at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment orpossible moment, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives BMO in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof3(A)(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) under the Securities Act were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this Agreement, the Ventas Entities Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Company will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof3(A)(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.

Securities Act Compliance. After the date of this AgreementAgreement and during the Prospectus Delivery Period, the Ventas Entities Trust shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the receipt by the Ventas Entities of any notification with respect proceedings to remove, suspend or terminate from listing or quotation the suspension Common Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the qualification of the Notes for sale in any jurisdiction threatening or the initiation of any proceedings for any of such purposes. The Ventas Entities Trust shall use their commercially reasonable its best efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice at any time, the Ventas Entities shall Trust will use their commercially reasonable its best efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment possible moment, or, subject to Section 3(a) hereof3(A)(a), shall will file an amendment to the Registration Statement or will file a new registration statement and use their commercially reasonable its best efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Trust agrees that it shall comply with the provisions of Rules 424(b) and 430A, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Trust under such Rule 424(b) under the Securities Act were received in a timely manner by the Commission.

Securities Act Compliance. After During the date of this AgreementProspectus Delivery Period, the Ventas Entities Company shall promptly advise the Representatives and the Selling Stockholder in writing (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from from, the Commission that relate to the Registration Statement or the ProspectusCommission, (iii) of the time and date of the any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective, effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or the of any receipt by the Ventas Entities Company of any notification with respect to the suspension of the qualification of the Notes Stock for sale in any jurisdiction or of the threatening or initiation of any proceedings for any of such purposes. The Ventas Entities Company shall use their commercially reasonable efforts to prevent the issuance of any such stop order or order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such order or notice of prevention or suspension at any time, the Ventas Entities shall Company will use their commercially reasonable efforts to obtain the lifting or reversal of such stop order or order or notice at the earliest practicable moment orpossible moment, subject to Section 3(a) hereof, shall or will file an amendment to the Registration Statement or a new registration statement and use their its commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use commercially reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission.