0001047469-05-020887 Sample Contracts

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BROOKDALE LIVING COMMUNITIES OF NEW YORK-GB, LLC, a Delaware Limited Liability Company
Limited Liability Company Agreement • August 5th, 2005 • Ventas Inc • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of October 19, 2004 (this “Agreement”), is adopted, executed and agreed to by PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, as the sole member (the “Member”), of Brookdale Living Communities of New York-GB, LLC (the “Company”).

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LIMITED LIABILITY COMPANY AGREEMENT OF VENTAS SUN LLC
Limited Liability Company Agreement • August 5th, 2005 • Ventas Inc • Real estate investment trusts • Delaware

This Limited Liability Company Agreement (this “Agreement”) of VENTAS SUN LLC, is entered into as of March 21, 2005, by Ventas Realty, Limited Partnership, a Delaware limited partnership, as the sole member (the “Member”). Capitalized terms used and not otherwise defined herein have the meanings set forth on Exhibit B hereto,

LIMITED LIABILITY COMPANY AGREEMENT OF BROOKDALE LIVING COMMUNITIES OF INDIANA- OL, LLC, a Delaware Limited Liability Company
Limited Liability Company Agreement • August 5th, 2005 • Ventas Inc • Real estate investment trusts • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of October 19, 2004 (this “Agreement”), is adopted, executed and agreed to by PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, as the sole member (the “Member”), of Brookdale Living Communities of Indiana-OL, LLC (the “Company”).

OPERATING AGREEMENT OF VTRP MERGER SUB, LLC
Operating Agreement • August 5th, 2005 • Ventas Inc • Real estate investment trusts • Delaware

This Operating Agreement (the “Agreement”) of VTRP Merger Sub, LLC is entered into as of April 12, 2005, by Ventas, Inc., a Delaware corporation, as the sole member (the “Member”).

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE PONDS OF PEMBROKE LIMITED PARTNERSHIP, AN ILLINOIS LIMITED PARTNERSHIP
Agreement • August 5th, 2005 • Ventas Inc • Real estate investment trusts • Illinois

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) is entered into this 7th day of May, 1997, by and between Brookdale Holdings, Inc., a Delaware corporation (“BHI”), as the General Partner, and Brookdale Living Communities, Inc., a Delaware corporation (“BLC”), as the Limited Partner, pursuant to the provisions of the Illinois Revised Uniform Limited Partnership Act, as amended, on the following terms and conditions:

FIRST AMENDMENT TO OPERATING AGREEMENT OF VENTAS PROVIDENT, LLC (FORMERLY VTRP MERGER SUB, LLC)
Operating Agreement • August 5th, 2005 • Ventas Inc • Real estate investment trusts

This First Amendment to Operating Agreement of Ventas Provident, LLC (formerly VTRP Merger Sub, LLC) is entered into as of August 1, 2005 by and between Ventas Provident, LLC, a Delaware limited liability company (the “Company”), and Ventas Realty, Limited Partnership, a Delaware limited partnership and wholly owned subsidiary of the Initial Member (as defined below) ( “Ventas Realty”), as the sole member of the Company.

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF PHCT GP, LLC
Limited Liability Company Operating Agreement • August 5th, 2005 • Ventas Inc • Real estate investment trusts • Delaware

This Limited Liability Company Agreement (this “Agreement”) of PHCT GP, LLC, is entered into by its sole member Provident Healthcare Capital Trust (the “Member”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BROOKDALE LIVING COMMUNITIES OF WASHINGTON-PP, LLC, a Delaware Limited Liability Company
Limited Liability Company Agreement • August 5th, 2005 • Ventas Inc • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of October 19, 2004 (this “Agreement”), is adopted, executed and agreed to by PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, as the sole member (the “Member”), of Brookdale Living Communities of Washington-PP, LLC (the “Company”).

LIMITED LIABILITY COMPANY AGREEMENT OF BROOKDALE LIVING COMMUNITIES OF MASSACHUSETTS-RB, LLC, a Delaware Limited Liability Company
Limited Liability Company Agreement • August 5th, 2005 • Ventas Inc • Real estate investment trusts • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of October 19, 2004 (this “Agreement”), is adopted, executed and agreed to by PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, as the sole member (the “Member”), of Brookdale Living Communities of Massachusetts-RB, LLC (the “Company”).

LIMITED LIABILITY COMPANY AGREEMENT OF PSLT-BLC PROPERTIES HOLDINGS, LLC, a Delaware Limited Liability Company
Limited Liability Company Agreement • August 5th, 2005 • Ventas Inc • Real estate investment trusts • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of October 19, 2004 (this “Agreement”), is adopted, executed and agreed to by PSLT OP, L.P., a Delaware limited partnership, as the sole member (the “Member”), of PSLT-BLC Properties Holdings, LLC (the “Company”).

LIMITED LIABILITY COMPANY AGREEMENT OF PSLT-ALS PROPERTIES I, LLC, a Delaware Limited Liability Company
Limited Liability Company Agreement • August 5th, 2005 • Ventas Inc • Real estate investment trusts • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of October 21, 2004 (this “Agreement”), is adopted, executed and agreed to by Provident Senior Living Trust, a Maryland real estate investment trust, as the sole member (the “Member”), of PSLT-ALS Properties I, LLC (the “Company”), and acknowledged and agreed by Victor A. Duva, as the Independent Manager (as defined in Section 13 hereof).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BROOKDALE LIVING COMMUNITIES OF ARIZONA-EM, LLC a Delaware Limited Liability Company
Limited Liability Company Agreement • August 5th, 2005 • Ventas Inc • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of October 19, 2004 (this “Agreement”), is adopted, executed and agreed to by PSLT-BLC Properties Holdings, LLC, a Delaware limited liability company, as the sole member (the “Member”), of Brookdale Living Communities of Arizona-EM, LLC (the “Company”).

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