0001193125-04-200843 Sample Contracts

AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF ET SUB- PLEASANT VIEW, L.L.C.
Limited Liability Company Operating Agreement • November 19th, 2004 • ET Wayne Finance, L.L.C. • Real estate investment trusts • Delaware

This Amended and Restated Limited Liability Company Operating Agreement of ET-SUB PLEASANT VIEW, L.L.C. (this “Agreement”), dated as of September 9, 1999, is entered into by and between ET Sub-Pleasant View, L.L.C., a Delaware limited liability company (the “Company”), and Eldertrust Operating Limited Partnership, its sole equity member (the “Equity Member”).

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LIMITED LIABILITY COMPANY AGREEMENT OF ET GENPAR, L.L.C.
Limited Liability Company Agreement • November 19th, 2004 • ET Wayne Finance, L.L.C. • Real estate investment trusts • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT dated as of January 30, 1998 (the “Agreement”) is entered into by and between ET GENPAR, L.L.C., a Delaware limited liability company (the “LLC”), and ELDERTRUST OPERATING LIMITED PARTNERSHIP, a Delaware limited Partnership (the “Member”).

OPERATING AGREEMENT OF CLEVELAND ALF, L.L.C.
Operating Agreement • November 19th, 2004 • ET Wayne Finance, L.L.C. • Real estate investment trusts • Delaware

THIS OPERATING AGREEMENT dated as of October 23, 1998 (the “Agreement”) is entered into by and between CLEVELAND ALF, L.L.C., a Delaware limited liability company (the “LLC”) and Edward B. Romanov, Jr., an individual residing in the Commonwealth of Pennsylvania (the “Member”).

LIMITED LIABILITY COMPANY AGREEMENT OF ET LEHIGH, LLC A Delaware Limited Liability Company
Limited Liability Company Agreement • November 19th, 2004 • ET Wayne Finance, L.L.C. • Real estate investment trusts • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ET LEHIGH, LLC (the “Company”), dated and effective as of the 24th day of January, 2001, is executed this day by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

AGREEMENT OF LIMITED PARTNERSHIP OF ET SUB-HIGHGATE, L.P. Dated: January 30, 1998
Agreement • November 19th, 2004 • ET Wayne Finance, L.L.C. • Real estate investment trusts • Pennsylvania

THIS AGREEMENT OF LIMITED PARTNERSHIP (as it may be amended or supplemented from time to time, the “Agreement”) is entered into as of January 30, 1998 by and among ET GENPAR, L.L.C., a Delaware limited liability company as the general partner (the “General Partner”), and ElderTrust Operating Limited Partnership, a Delaware limited partnership as the limited partner (the “Limited Partner”), and any other persons or entities who shall in the future execute and deliver this Agreement as additional partners pursuant to the provisions hereof (the General Partner, the Limited Partner and any such additional partners are referred to herein collectively as the “Partners”).

AGREEMENT OF LIMITED PARTNERSHIP OF ET SUB-RIVERVIEW RIDGE LIMITED PARTNERSHIP, L.L.P. Dated: January 30, 1998
Agreement • November 19th, 2004 • ET Wayne Finance, L.L.C. • Real estate investment trusts • Virginia

THIS AGREEMENT OF LIMITED PARTNERSHIP (as it may be amended or supplemented from time to time, the “Agreement”) is entered into as of January 30, 1998 by and among ET GENPAR, L.L.C., a Delaware limited liability company as the general partner (the “General Partner”), and ElderTrust Operating Limited Partnership, a Delaware limited partnership as the limited partner (the “Limited Partner”), and any other persons or entities who shall in the future execute and deliver this Agreement as additional partners pursuant to the provisions hereof (the General Partner, the Limited Partner and any such additional partners are referred to herein collectively as the “Partners”).

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ET SUB-WAYNE I LIMITED PARTNERSHIP, L.L.P.
ET Wayne Finance, L.L.C. • November 19th, 2004 • Real estate investment trusts
AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ET SUB- PENNSBURG MANOR LIMITED PARTNERSHIP, L.L.P.
ET Wayne Finance, L.L.C. • November 19th, 2004 • Real estate investment trusts

THIS AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (“Amendment”) is entered into as of the 5th day of February, 2004 by ELDERTRUST OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (the “Limited Partner”) and ET PENNSBURG FINANCE, L.L.C. (the “General Partner,” and together with the Limited Partner, the “Partners”).

SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF ET SANATOGA, LLC
Limited Liability • November 19th, 2004 • ET Wayne Finance, L.L.C. • Real estate investment trusts

THIS SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (“Second Amendment”) is entered into as of the 5th day of February, 2004 by ELDERTRUST OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”).

AGREEMENT OF LIMITED PARTNERSHIP OF ET SUB-LEHIGH LIMITED PARTNERSHIP A Delaware Limited Partnership
ET Wayne Finance, L.L.C. • November 19th, 2004 • Real estate investment trusts • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP OF ET SUB-LEHIGH LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), is made as of January 24, 2001, by and among ET Lehigh, LLC, a Delaware limited liability company (the “General Partner”), and ElderTrust Operating Limited Partnership, a Delaware limited partnership (the “Limited Partner” and, with any other parties so admitted in the future, the “Limited Partners”).

AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF ET WAYNE FINANCE, L.L.C.
Limited Liability Company Agreement • November 19th, 2004 • ET Wayne Finance, L.L.C. • Real estate investment trusts

THIS AMENDMENT TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT (“Amendment”) is effective as of the 26th day of May, 2004 by ELDERTRUST OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”).

FIRST AMENDMENT TO OPERATING AGREEMENT OF CLEVELAND ALF, L.L.C.
Operating Agreement • November 19th, 2004 • ET Wayne Finance, L.L.C. • Real estate investment trusts

THIS FIRST AMENDMENT TO OPERATING AGREEMENT OF CLEVELAND ALF, L.L.C., dated as of January 24, 2000 (the “First Amendment”) is entered into by and between CLEVELAND ALF, L.L.C., a Delaware limited liability company (the “LLC”), and D. LEE MCCREARY, JR., an individual residing in the State of Delaware (the “Member”).

AGREEMENT OF LIMITED PARTNERSHIP OF ET SUB-RITTENHOUSE LIMITED PARTNERSHIP, L.L.P. Dated: January 30, 1998
ET Wayne Finance, L.L.C. • November 19th, 2004 • Real estate investment trusts • Virginia

THIS AGREEMENT OF LIMITED PARTNERSHIP (as it may be amended or supplemented from time to time, the “Agreement”) is entered into as of January 30, 1998 by and among ET GENPAR, L.L.C., a Delaware limited liability company as the general partner (the “General Partner”), and ElderTrust Operating Limited Partnership, a Delaware limited partnership as the limited partner (the “Limited Partner”), and any other persons or entities who shall in the future execute and deliver this Agreement as additional partners pursuant to the provisions hereof (the General Partner, the Limited Partner and any such additional partners are referred to herein collectively as the “Partners”).

AGREEMENT OF LIMITED PARTNERSHIP OF ET SUB-SANATOGA LIMITED PARTNERSHIP A Delaware Limited Partnership
ET Wayne Finance, L.L.C. • November 19th, 2004 • Real estate investment trusts • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP OF ET SUB-SANATOGA LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), is made as of January 24, 2001, by and among ET Sanatoga, LLC, a Delaware limited liability company (the “General Partner”), and ElderTrust Operating Limited Partnership, a Delaware limited partnership (the “Limited Partner” and, with any other parties so admitted in the future, the “Limited Partners”).

FIRST AMENDMENT TO OPERATING AGREEMENT OF VERNON ALF, L.L.C.
Operating Agreement • November 19th, 2004 • ET Wayne Finance, L.L.C. • Real estate investment trusts

THIS FIRST AMENDMENT TO OPERATING AGREEMENT OF VERNON ALF, L.L.C., dated as of January 24, 2000 (the “First Amendment”) is entered into by and between VERNON ALF, L.L.C., a Delaware limited liability company (the “LLC”), and D. LEE MCCREARY, JR., an individual residing in the State of Delaware (the “Member”).

FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF ET LEHIGH, LLC
Company Agreement • November 19th, 2004 • ET Wayne Finance, L.L.C. • Real estate investment trusts

THIS FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (“First Amendment”) is entered into as of the 29th day of August, 2002 by ELDERTRUST OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”), and ET LEHIGH, LLC, a Delaware limited partnership.

AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ET SUB- WAYNE I LIMITED PARTNERSHIP, L.L.P.
ET Wayne Finance, L.L.C. • November 19th, 2004 • Real estate investment trusts

THIS AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (“Amendment”) is entered into as of the 26th day of May, 2004 by ELDERTRUST OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (the “Limited Partner”) and ET WAYNE FINANCE, L.L.C. (the “General Partner,” and together with the Limited Partner, the “Partners”).

AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ET SUB-SMOB, L.L.C.
Limited Liability Company Agreement • November 19th, 2004 • ET Wayne Finance, L.L.C. • Real estate investment trusts

THIS AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Amendment”) is entered into as of the 5th day of February, 2004 by ELDERTRUST OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”).

AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ET SUB-LOPATCONG, L.L.C.
Limited Liability Company Agreement • November 19th, 2004 • ET Wayne Finance, L.L.C. • Real estate investment trusts

THIS AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Amendment”) is entered into as of the 5th day of February, 2004 by ELDERTRUST OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”).

SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF ET BERKSHIRE, LLC
Limited Liability • November 19th, 2004 • ET Wayne Finance, L.L.C. • Real estate investment trusts

THIS SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (“Second Amendment”) is entered into as of the 5th day of February, 2004 by ELDERTRUST OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”).

FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF ET BERKSHIRE, LLC
Company Agreement • November 19th, 2004 • ET Wayne Finance, L.L.C. • Real estate investment trusts

THIS FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (“First Amendment”) is entered into as of the 29th day of August, 2002 by ELDERTRUST OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”), and ET BERKSHIRE, LLC, a Delaware limited partnership.

FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF ET SANATOGA, LLC
Company Agreement • November 19th, 2004 • ET Wayne Finance, L.L.C. • Real estate investment trusts

THIS FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (“First Amendment”) is entered into as of the 29th day of August, 2002 by ELDERTRUST OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”), and ET SANATOGA, LLC, a Delaware limited partnership.

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AGREEMENT OF LIMITED PARTNERSHIP OF ET SUB-BERKSHIRE LIMITED PARTNERSHIP A Delaware Limited Partnership
ET Wayne Finance, L.L.C. • November 19th, 2004 • Real estate investment trusts • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP OF ET SUB-BERKSHIRE LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), is made as of January 24, 2001, by and among ET Berkshire, LLC, a Delaware limited liability company (the “General Partner”), and ElderTrust Operating Limited Partnership, a Delaware limited partnership (the “Limited Partner” and, with any other parties so admitted in the future, the “Limited Partners”).

OPERATING AGREEMENT OF VENTAS TRS, LLC
Operating Agreement • November 19th, 2004 • ET Wayne Finance, L.L.C. • Real estate investment trusts • Delaware

This Operating Agreement (the “Agreement”) of VENTAS TRS, LLC is entered into as of November 8, 2002, by Ventas Realty, Limited Partnership, a Delaware limited partnership, as the sole member (the “Member”).

AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF ET PENNSBURG FINANCE, L.L.C.
Limited Liability Company Agreement • November 19th, 2004 • ET Wayne Finance, L.L.C. • Real estate investment trusts

THIS AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (“Amendment”) is entered into as of the 5th day of February, 2004 by ELDERTRUST OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”).

FIRST AMENDMENT TO OPERATING AGREEMENT OF CABOT ALF, L.L.C.
Operating Agreement • November 19th, 2004 • ET Wayne Finance, L.L.C. • Real estate investment trusts

THIS FIRST AMENDMENT TO OPERATING AGREEMENT OF CABOT ALF, L.L.C., dated as of January 24, 2000 (the “First Amendment”) is entered into by and between CABOT ALF, L.L.C., a Delaware limited liability company (the “LLC”), and D. LEE MCCREARY, JR., an individual residing in the State of Delaware (the “Member”).

SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF ET LEHIGH, LLC
Limited Liability • November 19th, 2004 • ET Wayne Finance, L.L.C. • Real estate investment trusts

THIS SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (“Second Amendment”) is entered into as of the 5th day of February, 2004 by ELDERTRUST OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”).

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