SUPPLEMENTAL INDENTURE

EXHIBIT 4.3

SUPPLEMENTAL INDENTURE

This Supplemental Indenture, dated as of May 10, 2007 (this “Supplemental Indenture” or “Guarantee”), among the entities listed on Annex A hereto (each, a “Guarantor” and collectively, the “Guarantors”), Ventas, Inc. (together with its successors and assigns, the “Issuer”), each other then existing Subsidiary Guarantor under the Indenture referred to below, and U.S. Bank National Association, as Trustee under the Indenture referred to below.

WITNESSETH:

WHEREAS, the Issuer, the Subsidiary Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of December 1, 2006 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of 3 ⁷/8% Convertible Senior Notes due 2011 of the Issuer (the “Notes”);

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Noteholder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantor, the Issuer, the other Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Noteholders as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Noteholders” in this Supplemental Indenture shall refer to the term “Noteholders” as defined in the Indenture and the Trustee acting on behalf or for the benefit of such Noteholders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE 2

AGREEMENT TO BE BOUND; GUARANTEE

Section 2.01. Agreement to be Bound. Each Guarantor hereby becomes a party to the Indenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. Each Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture.

Section 2.02. Guarantee. Each Guarantor fully, unconditionally and irrevocably guarantees to each holder of the Notes and the Trustee the Obligations pursuant to Article 14 of

the Indenture on a senior basis. To evidence its guarantee, each Guarantor hereby agrees that a notation of its Subsidiary Guarantee substantially in the form attached to the form of Note set forth in Exhibit A to the Indenture will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee. Each Guarantor further agrees that its Subsidiary Guarantee shall remain in full force an defect notwithstanding any failure to so endorse each Note.

ARTICLE 3

MISCELLANEOUS

Section 3.01. Notices. All notices and other communications to any Guarantor shall be given as provided in the Indenture to such Guarantor, at its address set forth below, with a copy to the Issuer as provided in the Indenture for notices to the Issuer.

Section 3.02. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, other than the Noteholders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

Section 3.03. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 3.04. Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

Section 3.05. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Noteholder heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.

Section 3.06. Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

Section 3.07. Headings. The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

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

GUARANTORS
		Ventas MOB Holdings, LLC
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxxx
		Title:		President and Chief Financial Officer
		Ventas Nexcore Holding, LLC
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxxx
		Title:		President and Chief Financial Officer
		Ventas Broadway MOB, LLC
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxxx
		Title:		President and Chief Financial Officer
		Ventas Casper Holdings, LLC
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxxx
		Title:		President and Chief Financial Officer
		Ventas SSL Ontario III, Inc.
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxxx
		Title:		President and Chief Financial Officer

		SZR Mississauga Inc.
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxxx
		Title:		President and Chief Financial Officer
		Ventas SSL Xxxx Valley, Inc.
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxxx
		Title:		President and Chief Financial Officer
		SZR Markham Inc.
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxxx
		Title:		President and Chief Financial Officer
		Ventas SSL Beacon Hill, Inc.
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxxx
		Title:		President and Chief Financial Officer
		SZR Richmond Hill Inc.
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxxx
		Title:		President and Chief Financial Officer
		Ventas SSL Ontario II, Inc.
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxxx
		Title:		President and Chief Financial Officer

		Ventas Grantor Trust #2
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxxx
		Title:		President and Chief Financial Officer
		SZR Windsor Inc.
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxxx
		Title:		President and Chief Financial Officer
		SZR Oakville Inc.
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxxx
		Title:		President and Chief Financial Officer
		Ventas SSL Vancouver, Inc.
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxxx
		Title:		President and Chief Financial Officer
		Sunrise of Vancouver Limited
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxxx
		Title:		President and Chief Financial Officer
		SZR of Burlington Inc.
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxxx
		Title:		President and Chief Financial Officer

		Ventas Grantor Trust #1
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxxx
		Title:		President and Chief Financial Officer
		Ventas SSL, Inc.
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxxx
		Title:		President and Chief Financial Officer
		Ventas SSL Holdings, Inc.
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxxx
		Title:		President and Chief Financial Officer
		Ventas SSL Holdings, LLC
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxxx
		Title:		President and Chief Financial Officer
		Sunrise REIT US Holdings, Inc.
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxxx
		Title:		President and Chief Financial Officer

SZR Willowbrook, LLC

				By:		SZR US Investments, Inc., its Sole Member
				By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
				Name:		Xxxxxxx X. Xxxxxxxxxxx
				Title:		President and Chief Financial Officer

		SZR Columbia, LLC
				By:		SZR US Investments, Inc., its Sole Member
				By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
				Name:		Xxxxxxx X. Xxxxxxxxxxx
				Title:		President and Chief Financial Officer
		SZR Xxxxxxx, LLC
				By:		SZR US Investments, Inc., its Sole Member
				By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
				Name:		Xxxxxxx X. Xxxxxxxxxxx
				Title:		President and Chief Financial Officer
		SZR Rockville, LLC
				By:		SZR US Investments, Inc., its Sole Member
				By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
				Name:		Xxxxxxx X. Xxxxxxxxxxx
				Title:		President and Chief Financial Officer
		SZR San Mateo, LLC
				By:		SZR US Investments, Inc., its Sole Member
				By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
				Name:		Xxxxxxx X. Xxxxxxxxxxx
				Title:		President and Chief Financial Officer
		SZR US Investments, Inc.
				By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
				Name:		Xxxxxxx X. Xxxxxxxxxxx
				Title:		President and Chief Financial Officer

		SZR US Finance, Inc.
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxxx
		Title:		President and Chief Financial Officer
		SZR US UPREIT THREE, LLC
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxxx
		Title:		President and Chief Financial Officer
		SZR Lincoln Park, LLC
				By:		SZR US UPREIT THREE, LLC, its Sole Member
				By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
				Name:		Xxxxxxx X. Xxxxxxxxxxx
				Title:		President and Chief Financial Officer
		SZR North Hills, LLC
				By:		SZR US UPREIT THREE, LLC, its Sole Member
				By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
				Name:		Xxxxxxx X. Xxxxxxxxxxx
				Title:		President and Chief Financial Officer
		SZR Westlake Village LLC
				By:		SZR US UPREIT THREE, LLC, its Sole Member
				By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
				Name:		Xxxxxxx X. Xxxxxxxxxxx
				Title:		President and Chief Financial Officer

		SZR Xxxxx Xxxxx, LLC
				By:		SZR US UPREIT THREE, LLC, its Sole Member
				By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
				Name:		Xxxxxxx X. Xxxxxxxxxxx
				Title:		President and Chief Financial Officer

ISSUER
		VENTAS, INC., as Issuer
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
EXISTING SUBSIDIARY GUARANTORS
		Ventas Realty, Limited Partnership
				By:		Ventas, Inc., its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
		Ventas LP Realty, L.L.C.
				By:		Ventas, Inc., its Sole Member
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
		Ventas Healthcare Properties, Inc.
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Corporate Secretary

		Ventas TRS, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President
		Ventas Framingham, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		Ventas Management, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		ElderTrust
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Secretary
		ElderTrust Operating Limited Partnership
				By:		ElderTrust, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Secretary

		ET Capital Corp.
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Secretary
		ET Sub-Berkshire Limited Partnership
				By:		ET Berkshire, LLC, its General Partner
				By:		ElderTrust Operating Limited Partnership, its Sole Member
				By:		ElderTrust, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Secretary
		ET Berkshire, LLC
				By:		ElderTrust Operating Limited Partnership, its Sole Member
				By:		ElderTrust, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Secretary
		Cabot ALF, L.L.C.
				By:		ElderTrust Operating Limited Partnership, its Sole Member
				By:		ElderTrust, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Secretary

		Cleveland ALF, L.L.C.
				By:		ElderTrust Operating Limited Partnership, its Sole Member
				By:		ElderTrust, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Secretary
		ET Sub-Heritage Xxxxx, L.L.C.
				By:		ElderTrust Operating Limited Partnership, its Sole Member
				By:		ElderTrust, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Secretary
		ET Sub-Highgate, L.P.
				By:		ET GENPAR, L.L.C., its General Partner
				By:		ElderTrust Operating Limited Partnership, its Sole Member
				By:		ElderTrust, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Secretary
		ET GENPAR, L.L.C.
				By:		ElderTrust Operating Limited Partnership, its Sole Member
				By:		ElderTrust, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Secretary

		ET Sub-Lacey I, L.L.C.
				By:		ElderTrust Operating Limited Partnership, its Sole Member
				By:		ElderTrust, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Secretary
		ET Sub-Lehigh Limited Partnership
				By:		ET Lehigh, LLC, its General Partner
				By:		ElderTrust Operating Limited Partnership, its Sole Member
				By:		ElderTrust, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Secretary
		ET Lehigh, LLC
				By:		ElderTrust Operating Limited Partnership, its Sole Member
				By:		ElderTrust, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Secretary
		ET Sub-Lopatcong, L.L.C.
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Secretary

		ET Sub-Pennsburg Manor Limited Partnership, L.L.P.
				By:		ET Pennsburg Finance, L.L.C., its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Secretary
		ET Pennsburg Finance, L.L.C.
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Secretary
		ET Sub-Phillipsburg I, L.L.C.
				By:		ElderTrust Operating Limited Partnership, its Sole Member
				By:		ElderTrust, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Secretary
		ET Sub-Pleasant View, L.L.C.
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Secretary

		ET Sub-Xxxxxxxxxxx Limited Partnership, L.L.P.
				By:		ET GENPAR, L.L.C., its General Partner
				By:		ElderTrust Operating Limited Partnership, its Sole Member
				By:		ElderTrust, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Secretary
		ET Sub-Riverview Ridge Limited Partnership, L.L.P.
				By:		ET GENPAR, L.L.C., its General Partner
				By:		ElderTrust Operating Limited Partnership, its Sole Member
				By:		ElderTrust, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Secretary
		ET Sub-Sanatoga Limited Partnership
				By:		ET Sanatoga, LLC, its General Partner
				By:		ElderTrust Operating Limited Partnership, its Sole Member
				By:		ElderTrust, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Secretary

		ET Sanatoga, LLC
				By:		ElderTrust Operating Limited Partnership, its Sole Member
				By:		ElderTrust, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Secretary
		ET Sub-SMOB, L.L.C.
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Secretary
		Xxxxxx XXX, L.L.C.
				By:		ElderTrust Operating Limited Partnership, its Sole Member
				By:		ElderTrust, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Secretary
		ET Sub-Willowbrook Limited Partnership, L.L.P.
				By:		ET GENPAR, L.L.C., its General Partner
				By:		ElderTrust Operating Limited Partnership, its Sole Member
				By:		ElderTrust, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Secretary

		ET Sub-Xxxxx I Limited Partnership, L.L.P.
				By:		ET Xxxxx Finance, L.L.C., its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Secretary
		ET Xxxxx Finance, L.L.C.
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Secretary
		ET Xxxxx Finance, Inc.
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Chairman, Executive Vice President and Secretary
		Ventas Sun LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Corporate Secretary
		Ventas Cal Sun LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Corporate Secretary

		Ventas Provident, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Corporate Secretary
		PSLT GP, LLC
				By:		Ventas Provident, LLC, its Sole Member
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Corporate Secretary
		PSLT OP, L.P.
				By:		PSLT GP, LLC, its General Partner
				By:		Ventas Provident, LLC, its Sole Member
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Corporate Secretary
		PSLT-BLC Properties Holdings, LLC
				By:		PSLT OP, L.P., its Sole Member
				By:		PSLT GP, LLC, its General Partner
				By:		Ventas Provident, LLC, its Sole Member
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Corporate Secretary

		Brookdale Living Communities of Arizona-EM, LLC
				By:		PSLT-BLC Properties Holdings, LLC, its Sole Member
				By:		PSLT OP, L.P., its Sole Member
				By:		PSLT GP, LLC, its General Partner
				By:		Ventas Provident, LLC, its Sole Member
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Corporate Secretary
		Brookdale Living Communities of California, LLC
				By:		PSLT-BLC Properties Holdings, LLC, its Sole Member
				By:		PSLT OP, L.P., its Sole Member
				By:		PSLT GP, LLC, its General Partner
				By:		Ventas Provident, LLC, its Sole Member
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Corporate Secretary
		Brookdale Living Communities of California-RC, LLC
				By:		PSLT-BLC Properties Holdings, LLC, its Sole Member
				By:		PSLT OP, L.P., its Sole Member
				By:		PSLT GP, LLC, its General Partner
				By:		Ventas Provident, LLC, its Sole Member
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Corporate Secretary

		Brookdale Living Communities of California-San Marcos, LLC
				By:		PSLT-BLC Properties Holdings, LLC, its Sole Member
				By:		PSLT OP, L.P., its Sole Member
				By:		PSLT GP, LLC, its General Partner
				By:		Ventas Provident, LLC, its Sole Member
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Corporate Secretary
		Brookdale Living Communities of Illinois-2960, LLC
				By:		PSLT-BLC Properties Holdings, LLC, its Sole Member
				By:		PSLT OP, L.P., its Sole Member
				By:		PSLT GP, LLC, its General Partner
				By:		Ventas Provident, LLC, its Sole Member
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Corporate Secretary
		Brookdale Living Communities of Illinois-II, LLC
				By:		PSLT-BLC Properties Holdings, LLC, its Sole Member
				By:		PSLT OP, L.P., its Sole Member
				By:		PSLT GP, LLC, its General Partner
				By:		Ventas Provident, LLC, its Sole Member
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Corporate Secretary

		BLC of California-San Marcos, L.P.
				By:		Brookdale Living Communities of California-San Marcos, LLC, its General Partner
				By:		PSLT-BLC Properties Holdings, LLC, its Sole Member
				By:		PSLT OP, L.P., its Sole Member
				By:		PSLT GP, LLC, its General Partner
				By:		Ventas Provident, LLC, its Sole Member
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Corporate Secretary
		Brookdale Holdings, LLC
				By:		PSLT-BLC Properties Holdings, LLC, its Sole Member
				By:		PSLT OP, L.P., its Sole Member
				By:		PSLT GP, LLC, its General Partner
				By:		Ventas Provident, LLC, its Sole Member
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Corporate Secretary
		Brookdale Living Communities of Indiana-OL, LLC
				By:		PSLT-BLC Properties Holdings, LLC, its Sole Member
				By:		PSLT OP, L.P., its Sole Member
				By:		PSLT GP, LLC, its General Partner
				By:		Ventas Provident, LLC, its Sole Member
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Corporate Secretary

		Brookdale Living Communities of Massachusetts-RB, LLC
				By:		PSLT-BLC Properties Holdings, LLC, its Sole Member
				By:		PSLT OP, L.P., its Sole Member
				By:		PSLT GP, LLC, its General Partner
				By:		Ventas Provident, LLC, its Sole Member
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Corporate Secretary
		Brookdale Living Communities of Minnesota, LLC
				By:		PSLT-BLC Properties Holdings, LLC, its Sole Member
				By:		PSLT OP, L.P., its Sole Member
				By:		PSLT GP, LLC, its General Partner
				By:		Ventas Provident, LLC, its Sole Member
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Corporate Secretary
		Brookdale Living Communities of New York-GB, LLC
				By:		PSLT-BLC Properties Holdings, LLC, its Sole Member
				By:		PSLT OP, L.P., its Sole Member
				By:		PSLT GP, LLC, its General Partner
				By:		Ventas Provident, LLC, its Sole Member
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Corporate Secretary

		Brookdale Living Communities of Washington-PP, LLC
				By:		PSLT-BLC Properties Holdings, LLC, its Sole Member
				By:		PSLT OP, L.P., its Sole Member
				By:		PSLT GP, LLC, its General Partner
				By:		Ventas Provident, LLC, its Sole Member
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Corporate Secretary
		The Ponds of Pembroke Limited Partnership
				By:		Brookdale Holdings, LLC, its General Partner
				By:		PSLT-BLC Properties Holdings, LLC, its Sole Member
				By:		PSLT OP, L.P., its Sole Member
				By:		PSLT GP, LLC, its General Partner
				By:		Ventas Provident, LLC, its Sole Member
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Corporate Secretary
		River Oaks Partners
				By:		Brookdale Holdings, LLC, its General Partner
				By:		PSLT-BLC Properties Holdings, LLC, its Sole Member
				By:		PSLT OP, L.P., its Sole Member
				By:		PSLT GP, LLC, its General Partner
				By:		Ventas Provident, LLC, its Sole Member
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Corporate Secretary

		PSLT-ALS Properties Holdings, LLC
				By:		PSLT OP, L.P., its Sole Member
				By:		PSLT GP, LLC, its General Partner
				By:		Ventas Provident, LLC, its Sole Member
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Corporate Secretary
		PSLT-ALS Properties I, LLC
				By:		PSLT-ALS Properties Holdings, LLC, its Sole Member
				By:		PSLT OP, L.P., its Sole Member
				By:		PSLT GP, LLC, its General Partner
				By:		Ventas Provident, LLC, its Sole Member
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Corporate Secretary
		ET Sub-Woodbridge, L.P.
				By:		ET GENPAR, L.L.C., its General Partner
				By:		ElderTrust Operating Limited Partnership, its Sole Member
				By:		ElderTrust, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Secretary
		VSCRE Holdings, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary

		United Rehab Realty Holding, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		BCC Martinsburg Realty, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		BCC Ontario Realty, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		BCC Xxxxxx Realty, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		BCC Washington Township Realty, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary

		EC Lebanon Realty, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		XX Xxxxxxxx Place Realty, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		XX Xxxxxxxxx Parc Realty, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		EC Halcyon Realty, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		BCC Altoona Realty, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary

		BCC Altoona Realty GP, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		BCC Altoona Realty, LP
				By:		BCC Altoona Realty GP, LLC, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Secretary
		BCC Reading Realty, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		BCC Reading Realty GP, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary

		BCC Reading Realty, LP
				By:		BCC Reading Realty GP, LLC, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Secretary
		BCC Berwick Realty, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		BCC Berwick Realty GP, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		BCC Berwick Realty, LP
				By:		BCC Berwick Realty GP, LLC, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Secretary

		BCC Lewistown Realty, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		BCC Lewistown Realty GP, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		BCC Lewistown Realty, LP
				By:		BCC Lewistown Realty GP, LLC, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Secretary
		BCC State College Realty, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		BCC State College Realty GP, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary

		BCC State College Realty, LP
				By:		BCC State College Realty GP, LLC, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Secretary
		South Beaver Realty Holdings, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		BCC South Beaver Realty, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		Shippensburg Realty Holdings, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		BCC Shippensburg Realty, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary

		IPC (AP) Holding, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		AL (AP) Holding, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		Xxxxxxx Park Nominee, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		Xxxxxxx Park Nominee, LP
				By:		Xxxxxxx Park Nominee, LLC, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Secretary
		IPC (HCN) Holding, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary

		AL (HCN) Holding, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		Bloomsburg Nominee, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		Bloomsburg Nominee, LP
				By:		Bloomsburg Nominee, LLC, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Secretary
		Sagamore Hills Nominee, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary

		Sagamore Hills Nominee, LP
				By:		Sagamore Hills Nominee, LLC, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Secretary
		Lebanon Nominee, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		Lebanon Nominee, LP
				By:		Lebanon Nominee, LLC, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Secretary
		Saxonburg Nominee, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary

		Saxonburg Nominee, LP
				By:		Saxonburg Nominee, LLC, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Secretary
		Loyalsock Nominee, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		Loyalsock Nominee, LP
				By:		Loyalsock Nominee, LLC, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Secretary
		IPC (MT) Holding, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary

		AL (MT) Holding, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		Lewisburg Nominee, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		Lewisburg Nominee, LP
				By:		Lewisburg Nominee, LLC, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Secretary
		Hendersonville Nominee, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary

		Hendersonville Nominee, LP
				By:		Hendersonville Nominee, LLC, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Secretary
		Lima Nominee, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		Lima Nominee, LP
				By:		Lima Nominee, LLC, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Secretary
		Kingsport Nominee, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary

		Kingsport Nominee, LP
				By:		Kingsport Nominee, LLC, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Secretary
		Xenia Nominee, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		Xenia Nominee, LP
				By:		Xenia Nominee, LLC, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Secretary
		Knoxville Nominee, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary

		Knoxville Nominee, LP
				By:		Knoxville Nominee, LLC, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Secretary
		Chippewa Nominee, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary
		Chippewa Nominee, LP
				By:		Chippewa Nominee, LLC, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Secretary
		Dillsburg Nominee, LLC
		By:		/s/ T. Xxxxxxx Xxxxx
		Name:		T. Xxxxxxx Xxxxx
		Title:		Executive Vice President, General Counsel and Secretary

		Dillsburg Nominee, LP
				By:		Dillsburg Nominee, LLC, its General Partner
				By:		/s/ T. Xxxxxxx Xxxxx
				Name:		T. Xxxxxxx Xxxxx
				Title:		Executive Vice President, General Counsel and Secretary

THE TRUSTEE
		U.S. BANK NATIONAL ASSOCIATION,     as Trustee
		By:		/s/ Xxxxxx X. Xxxxx
		Name:		Xxxxxx X. Xxxxx
		Title:		Vice President & Trust Officer

Annex A

GUARANTORS

Name		Place of Organization or Formation
Ventas MOB Holdings, LLC		Delaware
Ventas Nexcore Holding, LLC		Delaware
Ventas Broadway MOB, LLC		Delaware
Ventas Casper Holdings, LLC		Delaware
Ventas SSL Ontario III, Inc.		Ontario
SZR Mississauga Inc.		Ontario
Ventas SSL Xxxx Valley, Inc.		Ontario
SZR Markham Inc.		Ontario
Ventas SSL Beacon Hill, Inc.		Ontario
SZR Richmond Hill Inc.		Ontario
Ventas SSL Ontario II, Inc.		Ontario
Ventas Grantor Trust #2		Delaware
SZR Windsor Inc.		Ontario
SZR Oakville Inc.		Ontario
Ventas SSL Vancouver, Inc.		Ontario
Sunrise of Vancouver Limited		Jersey
SZR of Burlington Inc.		Ontario
Ventas Grantor Trust #1		Delaware
Ventas SSL, Inc.		Delaware
Ventas SSL Holdings, Inc.		Delaware
Ventas SSL Holdings, LLC		Delaware
Sunrise REIT US Holdings, Inc.		Delaware
SZR Willowbrook, LLC		Delaware
SZR US UPREIT THREE, LLC		Delaware
SZR Lincoln Park, LLC		Delaware
SZR North Hills, LLC		Delaware
SZR Westlake Village LLC		Delaware
SZR Xxxxx Xxxxx, LLC		Delaware

Annex A

Name		Place of Organization or Formation
SZR Columbia, LLC		Delaware
SZR Xxxxxxx, LLC		Delaware
SZR Rockville, LLC		Delaware
SZR San Mateo, LLC		Delaware
SZR US Finance, Inc.		Delaware
SZR US Investments, Inc.		Delaware