S-4

As filed with the Securities and Exchange Commission on November 19, 2004

Registration No. 333-            

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

VENTAS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	6798 (Primary Standard Industrial Classification Code Number)	61-1055020 (I.R.S. Employer Identification Number)
10350 Ormsby Park Place, Suite 300 Louisville, Kentucky 40223 (502) 357-9000 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) For Co-Registrants, please see “Table of Co-Registrants” on the following page. T. Richard Riney, General Counsel Ventas, Inc. 10350 Ormsby Park Place, Suite 300 Louisville, Kentucky 40223 (502) 357-9000 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

David K. Boston, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

(212) 728-8000

Approximate date of commencement of proposed sale to the public:     As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price per Note(1)		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee
6 5/8% Senior Notes due 2014 of Ventas Realty, Limited Partnership and Ventas Capital Corporation	$	125,000,000	100	%	$	125,000,000	$	15,837.50
Guarantees of the Notes listed above by Ventas, Inc. and the Subsidiary Guarantors(2)		(3)	(3)			(3)		(3)
Total	$	125,000,000	100	%	$	125,000,000	$	15,837.50

(1) Calculated pursuant to Rule 457(f) under the Securities Act of 1933, as amended.

(2) The term “Subsidiary Guarantors” means, collectively, Ventas LP Realty, L.L.C., Ventas TRS, LLC, Ventas Healthcare Properties, Inc., ElderTrust, ElderTrust Operating Limited Partnership, ET Capital Corp., ET Sub-Berkshire Limited Partnership, ET Berkshire, LLC, Cabot ALF, L.L.C., Cleveland ALF, L.L.C., ET Sub-Heritage Woods, L.L.C., ET Sub-Highgate, L.P., ET GENPAR, L.L.C., ET Sub-Lacey I, L.L.C., ET Sub-Lehigh Limited Partnership, ET Lehigh, LLC, ET Sub-Lopatcong, L.L.C., ET Sub-Pennsburg Manor Limited Partnership, L.L.P., ET Pennsburg Finance, L.L.C., ET Sub-Phillipsburg I, L.L.C., ET Sub-Pleasant View, L.L.C., ET Sub-Rittenhouse Limited Partnership, L.L.P., ET Sub-Riverview Ridge Limited Partnership, L.L.P., ET Sub-Sanatoga Limited Partnership, ET Sanatoga, LLC, ET Sub-SMOB, L.L.C., Vernon ALF, L.L.C., ET Sub-Willowbrook Limited Partnership, L.L.P., ET Sub-Wayne I Limited Partnership, L.L.P., ET Wayne Finance, L.L.C. and ET Wayne Finance, Inc.

(3) No separate consideration will be received for the guarantees by the Subsidiary Guarantors of debt securities of Ventas Realty, Limited Partnership and Ventas Capital Corporation. Pursuant to Rule 457(n), no registration fee is payable with respect to the guarantees.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CO-REGISTRANTS

Name	State or other jurisdiction of incorporation or organization	I.R.S. Employer Identification Number
Ventas Capital Corporation	Delaware	35-2168770
Ventas LP Realty, L.L.C.	Delaware	52-2093507
Ventas Realty, Limited Partnership	Delaware	61-1324573
Ventas Healthcare Properties, Inc.	Delaware	26-0055985
Ventas TRS, LLC	Delaware	43-1981928
ElderTrust	Maryland	23-2932973
ElderTrust Operating Limited Partnership	Delaware	23-2915846
ET Capital Corp.	Delaware	23-2945788
ET Sub-Berkshire Limited Partnership	Delaware	23-2946053
ET Berkshire, LLC	Delaware	23-3074121
Cabot ALF, L.L.C.	Delaware	23-2975032
Cleveland ALF, L.L.C.	Delaware	23-2974999
ET Sub-Heritage Woods, L.L.C.	Delaware	23-2946017
ET Sub-Highgate, L.P.	Pennsylvania	23-2946046
ET GENPAR, L.L.C.	Delaware	23-2945800
ET Sub-Lacey I, L.L.C.	Delaware	23-2946020
ET Sub-Lehigh Limited Partnership	Delaware	23-3074122
ET Lehigh, LLC	Delaware	23-3074118
ET Sub-Lopatcong, L.L.C.	Delaware	23-2945801
ET Sub-Pennsburg Manor Limited Partnership, L.L.P.	Virginia	23-2946005
ET Pennsburg Finance, L.L.C.	Delaware	23-3024248
ET Sub-Phillipsburg I, L.L.C.	Delaware	23-2945793
ET Sub-Pleasant View, L.L.C.	Delaware	23-2946018
ET Sub-Rittenhouse Limited Partnership, L.L.P.	Virginia	23-2946049
ET Sub-Riverview Ridge Limited Partnership, L.L.P.	Virginia	23-2946044
ET Sub-Sanatoga Limited Partnership	Delaware	23-3074124
ET Sanatoga, LLC	Delaware	23-3074120
ET Sub-SMOB, L.L.C.	Delaware	23-2945798
Vernon ALF, L.L.C.	Delaware	23-2975030
ET Sub-Willowbrook Limited Partnership, L.L.P.	Virginia	23-2946022
ET Sub-Wayne I Limited Partnership, L.L.P.	Virginia	23-2946052
ET Wayne Finance, L.L.C.	Delaware	23-3024250
ET Wayne Finance, Inc.	Delaware	23-3024252

6798

(Primary Standard Industrial Classification Code Number)

c/o T. Richard Riney, General Counsel

Ventas, Inc.

10350 Ormsby Park Place, Suite 300

Louisville, Kentucky 40223

(502) 357-9000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

David K. Boston, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

(212) 728-8000

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION,

DATED NOVEMBER 19, 2004

Prospectus

Ventas Realty, Limited Partnership

Ventas Capital Corporation

Offer to Exchange

Up to $125,000,000 aggregate principal amount of 6 ⁵/8% Senior Notes due 2014

Unconditionally Guaranteed by

Ventas, Inc. and the Other Guarantors

registered under the Securities Act of 1933 for any and all

$125,000,000 aggregate principal amount of outstanding 6 ⁵/8% Senior Notes due 2014

• The exchange offer expires at 5:00 p.m., New York City time, on                 , 2005, unless extended.

• The exchange offer is subject to customary conditions that may be waived by us.

• All original notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer will be exchanged for the exchange notes.

• Tenders of original notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date of the exchange offer.

• The issuers and the guarantors will not receive any proceeds from the issuance of the exchange notes in the exchange offer.

• The terms of the exchange notes to be issued are substantially identical to the terms of the original notes, except that the exchange notes will be registered under the Securities Act of 1933, as amended, and certain transfer restrictions, registration rights and liquidated damages relating to the original notes will not apply to the exchange notes.

• The exchange of the original notes for exchange notes will not be a taxable exchange for U.S. federal income tax purposes.

• If you fail to tender your original notes, you will continue to hold unregistered securities and it may be difficult for you to transfer them.

• There is no established trading market for the notes, and we do not intend to apply for listing of the notes on any securities exchange or for inclusion in any automated quotation system.

See “ Risk Factors” beginning on page 13 for a discussion of matters you should consider before you participate in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                 , 2004.

This prospectus incorporates important business and financial information about us that is not included or delivered with this prospectus. We will provide this information to you at no charge upon written or oral request directed to: General Counsel, Ventas, Inc., 10350 Ormsby Park Place, Suite 300, Louisville, Kentucky 40223, (502) 357-9000. In order to ensure timely delivery of the information, any request should be made by                 , 2005, which is five business days before the exchange offer expires.

You should rely only on the information and representations contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information or representations. If given or made, any such other information and representations should not be relied upon as having been authorized by us. You should assume that the information and representations contained in this prospectus and the documents incorporated by reference in this prospectus are accurate only as of the date hereof or as of the date which is specified in those documents, respectively. This prospectus is not an offer to sell or a solicitation of an offer to buy any securities other than the securities to which it relates. In addition, this prospectus is not an offer to sell or the solicitation of an offer to buy those securities in any jurisdiction in which the offer or solicitation is not authorized, or in which the person making the offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make an offer or solicitation. The delivery of this prospectus and any exchange made under this prospectus do not, under any circumstances, mean that there has not been any change in our affairs since the date of this prospectus or that information contained in this prospectus is correct as of any time subsequent to its date.

Each broker-dealer that receives exchange notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. Each letter of transmittal that accompanies this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended. A participating broker-dealer may use this prospectus, as it may be amended or supplemented, from time to time, in connection with resales of exchange notes where those original notes were acquired by the broker-dealer as a result of market-making or other trading activities. The issuers and certain of the guarantors have agreed, if requested by such a participating broker-dealer, to use their respective commercially reasonable efforts to keep the registration statement of which this prospectus is a part continuously effective for a period not to exceed 30 business days after the date on which the registration statement is declared effective, or such longer period if extended under certain circumstances, for use in connection with any resale of this kind. See “Plan of Distribution.”

TABLE OF CONTENTS

	Page
Forward-Looking Statements	ii
Summary	1
Risk Factors	13
Use of Proceeds	23
Capitalization	23
The Exchange Offer	24
Description of Other Indebtedness	34
Description of Exchange Notes	37
Material United States Federal Income Tax Considerations	71
Plan of Distribution	75
Legal Matters	76
Experts	76
Where You Can Find More Information and Incorporation by Reference	76

i

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to in this prospectus as the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to in this prospectus as the Exchange Act. All statements regarding our expected future financial position, results of operations, cash flows, funds from operations, dividends and dividend plans, financing plans, business strategy, budgets, projected costs, capital expenditures, competitive positions, growth opportunities, lease income, continued qualification as a real estate investment trust, or a REIT, plans and objectives of management for future operations and statements that include words such as “anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will” and other similar expressions are forward-looking statements. Such forward-looking statements are inherently uncertain, and you must recognize that actual results may differ from our expectations. We do not undertake a duty to update such forward-looking statements.

Actual future results and trends for us may differ materially depending on a variety of factors discussed in our filings with the U.S. Securities and Exchange Commission, which we refer to in this prospectus as the Commission, and under “Risk Factors.” Factors that may affect our plans or results include, without limitation:

• the ability and willingness of Kindred Healthcare, Inc., which we refer to in this prospectus, together with its affiliates, as Kindred, to continue to meet and/or perform its obligations under its contractual arrangements with us, including without limitation the lease agreements and various agreements entered into by us and Kindred at the time of our spin-off of Kindred on May 1, 1998, or the 1998 Spin Off, as such agreements may have been amended and restated in connection with Kindred’s emergence from bankruptcy on April 20, 2001;

• the ability and willingness of Kindred to continue to meet and/or perform its obligation to indemnify and defend us for all litigation and other claims relating to the healthcare operations and other assets and liabilities transferred to Kindred in the 1998 Spin Off;

• the ability of Kindred and our other operators, tenants and borrowers to maintain the financial strength and liquidity necessary to satisfy their respective obligations and duties under the leases and other agreements with us and their existing credit agreements;

• our success in implementing our business strategy and our ability to identify, underwrite, consummate and integrate diversifying acquisitions or investments;

• the nature and extent of future competition;

• the extent of future healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates;

• increases in our cost of borrowing;

• the ability of our operators to deliver high quality care and to attract patients;

• the results of litigation affecting us;

• changes in general economic conditions and/or economic conditions in the markets in which we may, from time to time, compete;

• our ability to pay down, refinance, restructure, and/or extend our indebtedness as it becomes due;

• the movement of interest rates and the resulting impact on the value of and accounting for our interest rate swap agreement;

• our ability and willingness to maintain our qualification as a REIT due to economic, market, legal, tax or other considerations;

• the final determination of our taxable net income for the tax year ended December 31, 2004;

• the ability and willingness of our tenants to renew their leases with us upon expiration of such leases and our ability to relet our properties on the same or better terms in the event such leases expire and are not renewed by the existing tenants; and

ii

• the impact on the liquidity, financial condition and results of operations of Kindred and our other operators resulting from increased operating costs and uninsured liabilities for professional liability claims, and the ability of Kindred and our other operators to accurately estimate the magnitude of such liabilities.

Many of these factors are beyond the control of our management.

We describe some of these risks and uncertainties in greater detail below under “Risk Factors.” These risks could cause actual results of our industry or our actual results for the year 2004 and beyond to differ materially from those expressed in any forward-looking statement we make. Our future financial performance is dependent upon factors discussed elsewhere in this prospectus and the documents incorporated by reference herein. Forward-looking statements speak only as of the date on which they are made. For a discussion of factors that could cause actual results to differ, see “Risk Factors” below and the information contained in our publicly available filings with the Commission. These filings are described under “Where You Can Find More Information and Incorporation by Reference.”

INDUSTRY AND MARKET DATA

Industry and market data contained or incorporated by reference in this prospectus were obtained through company research, surveys and studies conducted by third parties and industry and general publications. We have not independently verified market and industry data from third-party sources. While we believe internal company surveys are reliable and market definitions are appropriate, neither these surveys nor these definitions have been verified by any independent sources.

TERMS USED IN THIS PROSPECTUS

Unless otherwise indicated, the following terms used in this prospectus will have the meanings below:

• the terms “we,” “us,” “our” or similar terms and “Ventas” refer to Ventas, Inc. together with its subsidiaries;

• the term “Ventas Realty” refers to Ventas Realty, Limited Partnership;

• the term “Ventas Capital” refers to Ventas Capital Corporation;

• the term “Ventas LLC” refers to Ventas LP Realty, L.L.C.;

• the term “Ventas Finance” refers to Ventas Finance I, LLC; and

• the term “ETOP” refers to ElderTrust Operating Limited Partnership.

KINDRED INFORMATION

Kindred is subject to the reporting requirements of the Commission and is required to file with the Commission annual reports containing audited financial information and quarterly reports containing unaudited financial information. The information related to Kindred contained or incorporated by reference in this prospectus is derived from filings made by Kindred with the Commission or other publicly available information, or has been provided by Kindred. We have not verified this information either through an independent investigation or by reviewing Kindred’s public filings. We have no reason to believe that such information is inaccurate in any material respect, but there can be no assurance that all such information is accurate. Kindred’s filings with the Commission can be found at www.sec.gov. We are providing this data for informational purposes only, and the reader of this prospectus is encouraged to obtain Kindred’s publicly available filings from the Commission.

iii

SUMMARY

This summary highlights information about our business and the exchange offer contained elsewhere or incorporated by reference in this prospectus. It is not complete and does not contain all of the information that you should consider before participating in the exchange offer. To fully understand the exchange offer, you should carefully read this prospectus together with the more detailed information, financial statements and notes to the financial statements incorporated by reference in this prospectus. This prospectus and the letters of transmittal that accompany it collectively constitute the exchange offer.

Ventas

We are a healthcare REIT with a geographically diverse portfolio of healthcare-related facilities. As of September 30, 2004, this portfolio consisted of 42 hospitals, 201 skilled nursing facilities, 29 senior housing facilities and 15 other facilities in 39 states. Except for the leases on our six medical office buildings, we lease these facilities to healthcare operating companies under “triple-net” or “absolute-net” leases. As of September 30, 2004, Kindred leased 186 of our nursing facilities and all but one of our hospitals. We also have real estate loan investments relating to 25 healthcare and senior housing facilities.

Our business strategy is comprised of two primary objectives: diversifying our portfolio of properties and increasing our earnings. We intend to diversify our portfolio by operator, facility type and reimbursement source. We intend to invest in or acquire additional healthcare-related and/or senior housing properties, which could include hospitals, nursing centers, assisted or independent living facilities and ancillary healthcare facilities that are operated by service providers, and/or medical office buildings.

We conduct substantially all of our business through Ventas Realty, a wholly owned operating partnership, Ventas Finance, a wholly owned limited liability company, and ETOP, an operating partnership in which we own 99.6% of the partnership units. As of September 30, 2004, Ventas Realty owned 40 of our hospitals, 156 of our skilled nursing facilities and 25 of our senior housing and other healthcare facilities, Ventas Finance owned 39 of our skilled nursing facilities, and ETOP owned five of our skilled nursing facilities and ten of our senior housing facilities.

Our principal executive offices are located at 10350 Ormsby Park Place, Suite 300, Louisville, Kentucky 40223, and our telephone number is (502) 357-9000.

Ventas Realty

Ventas Realty, one of the two issuers of the notes, is a wholly owned operating partnership of Ventas, Inc. that was formed under the laws of the State of Delaware. For more information about Ventas Realty, see “—Ventas” above.

Ventas Capital

Ventas Capital, the other of the two issuers of the notes, is a wholly owned subsidiary of Ventas Realty that was incorporated under the laws of the State of Delaware for the purpose of serving as co-issuer with Ventas Realty of debt securities. Ventas Capital does not and will not have any substantial operations, assets or revenues. As a result, you should not expect Ventas Capital to participate in servicing the interest on or principal of the exchange notes.

1

Ventas LLC

Ventas LLC is a limited liability company that is organized under the laws of the State of Delaware. Ventas, Inc. is the sole member of Ventas LLC. Ventas LLC owns a 1% limited partnership interest in Ventas Realty and conducts no other business and owns no other assets.

Ventas TRS, LLC

Ventas TRS, LLC is a limited liability company that is organized under the laws of the State of Delaware. Ventas Realty is the sole member of Ventas TRS, LLC.

Ventas Healthcare Properties, Inc.

Ventas Healthcare Properties, Inc. is a corporation that is organized under the laws of the State of Delaware. It is a wholly owned direct subsidiary of Ventas, Inc.

ElderTrust

ElderTrust is a real estate investment trust that is organized under the laws of the State of Maryland. It is a wholly owned direct subsidiary of Ventas, Inc.

ETOP

ETOP, one of our two operating partnerships, is a limited partnership that is organized under the laws of the State of Delaware. Ventas, Inc. and ElderTrust collectively own 99.6% of the partnership units of ETOP.

ET Capital Corp.

ET Capital Corp. is a corporation that is organized under the laws of the State of Delaware. It is a wholly owned direct subsidiary of ETOP.

ET Berkshire, LLC

ET Berkshire, LLC is a limited liability company that is organized under the laws of the State of Delaware. It is a wholly owned direct subsidiary of ETOP.

ET Sub-Berkshire Limited Partnership

ET Sub-Berkshire Limited Partnership is a limited partnership that is organized under the laws of the State of Delaware. ET Berkshire, LLC is the general partner of and owns a 1% interest in ET Sub-Berkshire Limited Partnership. ETOP owns a 99% limited partnership interest in ET Sub-Berkshire Limited Partnership.

Cabot ALF, L.L.C.

Cabot ALF, L.L.C. is a limited liability company organized under the laws of the State of Delaware. It is a wholly owned direct subsidiary of ETOP.

2

Cleveland ALF, L.L.C.

Cleveland ALF, L.L.C. is a limited liability company organized under the laws of the State of Delaware. It is a wholly owned direct subsidiary of ETOP.

ET Sub-Heritage Woods, L.L.C.

ET Sub-Heritage Woods, L.L.C. is a limited liability company organized under the laws of the State of Delaware. It is a wholly owned direct subsidiary of ETOP.

ET GENPAR, L.L.C.

ET GENPAR, L.L.C. is a limited liability company organized under the laws of the State of Delaware. It is a wholly owned direct subsidiary of ETOP.

ET Sub-Highgate, L.P.

ET Sub-Highgate, L.P. is a limited partnership organized under the laws of the Commonwealth of Pennsylvania. ET GENPAR, L.L.C. is the general partner of and owns a 0.1% interest in ET Sub-Highgate, L.P. ETOP owns a 99.9% limited partnership interest in ET Sub-Highgate, L.P.

ET Sub-Lacey I, L.L.C.

ET Sub-Lacey I, L.L.C. is a limited liability company organized under the laws of the State of Delaware. It is a wholly owned direct subsidiary of ETOP.

ET Lehigh, LLC

ET Lehigh, LLC is a limited liability company organized under the laws of the State of Delaware. It is a wholly owned direct subsidiary of ETOP.

ET Sub-Lehigh Limited Partnership

ET Sub-Lehigh Limited Partnership is a limited partnership organized under the laws of the State of Delaware. ET Lehigh, LLC is the general partner of and owns a 1% interest in ET Sub-Lehigh Limited Partnership. ETOP owns a 99% limited partnership interest in ET Sub-Lehigh Limited Partnership.

ET Sub-Lopatcong, L.L.C.

ET Sub-Lopatcong, L.L.C. is a limited liability company organized under the laws of the State of Delaware. It is a wholly owned direct subsidiary of ETOP.

ET Pennsburg Finance, L.L.C.

ET Pennsburg Finance, L.L.C. is a limited liability company organized under the laws of the State of Delaware. It is a wholly owned direct subsidiary of ETOP.

3

ET Sub-Pennsburg Manor Limited Partnership, L.L.P.

ET Sub-Pennsburg Manor Limited Partnership, L.L.P. is a registered limited liability partnership organized under the laws of the Commonwealth of Virginia. ET Pennsburg Finance, L.L.C. is the general partner of and owns a 0.1% interest in ET Sub-Pennsburg Manor Limited Partnership, L.L.P. ETOP owns a 99.9% limited partnership interest in ET Sub-Pennsburg Manor Limited Partnership, L.L.P.

ET Sub-Phillipsburg I, L.L.C.

ET Sub-Phillipsburg I, L.L.C. is a limited liability company organized under the laws of the State of Delaware. It is a wholly owned direct subsidiary of ETOP.

ET Sub-Pleasant View, L.L.C.

ET Sub-Pleasant View, L.L.C. is a limited liability company organized under the laws of the State of Delaware. It is a wholly owned direct subsidiary of ETOP.

ET Sub-Rittenhouse Limited Partnership, L.L.P.

ET Sub-Rittenhouse Limited Partnership, L.L.P. is a registered limited liability partnership organized under the laws of the Commonwealth of Virginia. ET GENPAR, L.L.C. is the general partner of and owns a 0.1% interest in ET Sub-Rittenhouse Limited Partnership, L.L.P. ETOP owns a 99.9% limited partnership interest in ET Sub-Rittenhouse Limited Partnership, L.L.P.

ET Sub-Riverview Ridge Limited Partnership, L.L.P.

ET Sub-Riverview Ridge Limited Partnership, L.L.P. is a registered limited liability partnership organized under the laws of the Commonwealth of Virginia. ET GENPAR, L.L.C. is the general partner of and owns a 0.1% interest in ET Sub-Riverview Ridge Limited Partnership, L.L.P. ETOP owns a 99.9% limited partnership interest in ET Sub-Riverview Ridge Limited Partnership, L.L.P.

ET Sanatoga, LLC

ET Sanatoga, LLC is a limited liability company organized under the laws of the State of Delaware. It is a wholly owned direct subsidiary of ETOP.

ET Sub-Sanatoga Limited Partnership

ET Sub-Sanatoga Limited Partnership is a limited partnership organized under the laws of the State of Delaware. ET Sanatoga, LLC is the general partner of and owns a 1% interest in ET Sub-Sanatoga Limited Partnership. ETOP owns a 99% limited partnership interest in ET Sub-Sanatoga Limited Partnership.

ET Sub-SMOB, L.L.C.

ET Sub-SMOB, L.L.C. is a limited liability company organized under the laws of the State of Delaware. It is a wholly owned direct subsidiary of ETOP.

4

Vernon ALF, L.L.C.

Vernon ALF, L.L.C. is a limited liability company organized under the laws of the State of Delaware. It is a wholly owned direct subsidiary of ETOP.

ET Sub-Willowbrook Limited Partnership, L.L.P.

ET Sub-Willowbrook Limited Partnership, L.L.P. is a registered limited liability partnership organized under the laws of the Commonwealth of Virginia. ET GENPAR, L.L.C. is the general partner of and owns a 0.1% interest in ET Sub-Willowbrook Limited Partnership, L.L.P. ETOP owns a 99.9% limited partnership interest in ET Sub-Willowbrook Limited Partnership, L.L.P.

ET Wayne Finance, Inc.

ET Wayne Finance, Inc. is a corporation organized under the laws of the State of Delaware. It is a wholly owned direct subsidiary of ETOP.

ET Wayne Finance, L.L.C.

ET Wayne Finance, L.L.C. is a limited liability company organized under the laws of the State of Delaware. It is a wholly owned direct subsidiary of ETOP.

ET Sub-Wayne I Limited Partnership, L.L.P.

ET Sub-Wayne Limited Partnership, L.L.P. is a registered limited liability partnership organized under the laws of the Commonwealth of Virginia. ET Wayne Finance, L.L.C. is the general partner of and owns a 0.1% interest in ET Sub-Wayne Limited Partnership, L.L.P. ETOP owns a 99.9% limited partnership interest in ET Sub-Wayne Limited Partnership, L.L.P.

5

The Exchange Offer

On October 15, 2004, the issuers sold $125,000,000 aggregate principal amount of 6 ⁵/8% Senior Notes due 2014, which we refer to in this prospectus as the original notes, in a private offering exempt from registration under the Securities Act. In connection with that offering, the issuers, Ventas, Inc. and Ventas LLC entered into a registration rights agreement, dated as of October 15, 2004, with the initial purchasers of the original notes. In the registration rights agreement, the issuers, Ventas, Inc. and Ventas LLC agreed to register under the Securities Act an offer to exchange the issuers’ new 6 ⁵/8% Senior Notes due 2014, which we refer to in this prospectus as the exchange notes, for the original notes. The issuers, Ventas, Inc. and Ventas LLC also agreed to deliver this prospectus to the holders of the original notes. In this prospectus, we refer to the original notes and the exchange notes collectively as the notes. You should read the discussions under the headings “—The Exchange Notes” and “Description of Exchange Notes” for information regarding the exchange notes.

The Exchange Offer This is an offer to exchange $1,000 in principal amount of the exchange notes for each $1,000 in principal amount of the original notes. The exchange notes are substantially identical to the original notes, except that:

• the exchange notes will be registered under the Securities Act;

• the exchange notes will be freely transferable, other than as described in this prospectus and will not contain any legend restricting their transfer;

• holders of the exchange notes will not be entitled to certain rights of the holders of the original notes under the registration rights agreement, which rights will terminate upon completion of the exchange offer; and

• the exchange notes will not contain any provisions regarding the payment of liquidated damages.

Based upon interpretations by the staff of the Commission set forth in no action letters issued to unrelated third parties, we believe that you can transfer the exchange notes without complying with the registration and prospectus delivery provisions of the Securities Act if you:

• acquire the exchange notes in the ordinary course of your business;

• have no arrangement or understanding with any person or entity to participate in a distribution (within the meaning of the Securities Act) of the exchange notes;

• are not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the issuers or the guarantors;

• are not a broker-dealer (within the meaning of the Securities Act) that acquired the original notes directly from an issuer or guarantor; and

• are not a broker-dealer (within the meaning of the Securities Act) that acquired the original notes for your own account as a result of market-making or other trading activities.

6

If any of these conditions are not satisfied and you transfer any exchange notes without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act.

Each broker-dealer that receives exchange notes for its own account in exchange for original notes that it acquired as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. See “Plan of Distribution.”

Registration Rights Agreement Under the registration rights agreement, the issuers, Ventas, Inc. and Ventas LLC have agreed to use their best efforts to consummate the exchange offer or cause the original notes to be registered under the Securities Act to permit resales. If the issuers, Ventas, Inc. and Ventas LLC are not in compliance with their obligations under the registration rights agreement, liquidated damages will accrue on the original notes in addition to the interest that is otherwise due on the original notes. If the exchange offer is completed on the terms and within the time period contemplated by this prospectus, no liquidated damages will be payable on the original notes. The exchange notes will not contain any provisions regarding the payment of liquidated damages. See “The Exchange Offer—Liquidated Damages.”

Minimum Condition The exchange offer is not conditioned on any minimum aggregate principal amount of original notes being tendered for exchange.

Expiration Date The exchange offer will expire at 5:00 p.m., New York City time, on             , 2005, unless the issuers extend it.

Exchange Date Properly tendered original notes will be accepted for exchange at the time when all conditions of the exchange offer are satisfied or waived. The exchange notes will be delivered promptly after the issuers and the guarantors accept the original notes.

Conditions to the Exchange Offer The obligation of the issuers and the guarantors to complete the exchange offer is subject to certain conditions. See “The Exchange Offer—Conditions to the Exchange Offer.” The issuers reserve the right to terminate or amend the exchange offer at anytime prior to the expiration date upon the occurrence of certain specified events.

Withdrawal Rights You may withdraw the tender of your original notes at any time before 5:00 p.m., New York City time, on the expiration date. Any original notes not accepted for any reason will be returned to you without expense promptly after the expiration or termination of the exchange offer.

Procedures for Tendering Original Notes See “The Exchange Offer—How to Tender.”

7

United States Federal Income Tax Consequences The exchange of original notes for exchange notes by U.S. Holders (as defined in this prospectus) will not be a taxable exchange for U.S. federal income tax purposes, and U.S. Holders will not recognize any taxable gain or loss as a results of such exchange.

Effect on Holders of the Original Notes If the exchange offer is completed on the terms and within the period contemplated by this prospectus, holders of original notes will have no further registration or other rights under the registration rights agreement, except under limited circumstances. See “The Exchange Offer—Other.”

Holders of original notes who do not tender their original notes will continue to hold those original notes. All untendered, and tendered but unaccepted, original notes will continue to be subject to the restrictions on transfer provided for in the original notes and the indenture governing the original notes. To the extent that the original notes are tendered and accepted in the exchange offer, the trading market, if any, for the original notes could be adversely affected. See “Risk Factors—Risks Relating to the Exchange Offer—You may not be able to sell your original notes if you do not exchange them for registered exchange notes in the exchange offer” and “—Your ability to sell your original notes may be significantly more limited and the price at which you may be able to sell your original notes may be significantly lower if you do not exchange them for registered exchange notes in the exchange offer” and “The Exchange Offer—Other.”

Use of Proceeds We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer.

Exchange Agent U.S. Bank National Association is serving as the exchange agent in connection with the exchange offer.

8

The Exchange Notes

The summary below describes the principal terms of the exchange notes. Some of the terms and conditions described below are subject to important limitations and exceptions. The “Description of Exchange Notes” section of this prospectus contains a more detailed description of the terms and conditions of the exchange notes. Capitalized terms not previously defined have the meanings ascribed to such terms under “Description of Exchange Notes—Certain Definitions.”

The exchange notes will evidence the same debt as the original notes and will be entitled to the benefits of the indenture. The terms of the exchange notes will be substantially identical to the terms of the original notes, see “—The Exchange Offer.” See “Description of Exchange Notes.”

Issuers Ventas Realty, Limited Partnership and Ventas Capital Corporation.

Securities $125.0 million aggregate principal amount of 6 ⁵/8% Senior Notes due 2014.

Maturity October 15, 2014.

Interest 6 ⁵/8% per year.

Interest Payment Dates Semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2005. The exchange notes will accrue interest from the last interest payment date on which interest was paid on the original notes surrendered in exchange therefor or, if no interest has been paid on the original notes, the date of the original issuance of original notes.

Guarantees The exchange notes will be unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Ventas, Inc. and each of Ventas, Inc.’s current and future Restricted Subsidiaries (other than Excluded Joint Ventures), which we collectively refer to in this prospectus as the guarantors, until certain conditions are met. See “Description of Exchange Notes—Guarantees.”

Ranking The exchange notes are part of Ventas, Inc.’s, the other guarantors’ and the issuers’ general unsecured obligations, ranking equal in right of payment with all of such entities’ existing and future senior unsecured indebtedness and ranking senior in right of payment to all of such entities’ existing and future subordinated indebtedness. However, the exchange notes will be effectively subordinated to all borrowings and other obligations under the Third Amended and Restated Credit, Security and Guaranty Agreement, which we refer to in this prospectus as the 2004 Credit Agreement, with respect to the assets securing those obligations. The exchange notes will also be structurally subordinated to the indebtedness and other obligations of our Unrestricted Subsidiaries and any Excluded Joint Ventures with respect to the assets of such entities. As of September 30, 2004, our Unrestricted Subsidiaries and Excluded Joint Ventures had aggregate outstanding indebtedness of $313.8 million, secured by 54 of our healthcare-related facilities.

9

Optional Redemption The issuers may redeem the exchange notes, in whole at any time, or in part from time to time, (1) before October 15, 2009 at a redemption price equal to 100% of their principal amount plus the make-whole premium described under “Description of Exchange Notes—Optional Redemption” and (2) on or after October 15, 2009 at the redemption prices described under “Description of Exchange Notes—Optional Redemption,” in each case plus accrued and unpaid interest to the date of redemption.

In addition, before October 15, 2007, the issuers may redeem up to 35% of the notes with the net cash proceeds from certain equity offerings at the redemption price described under “Description of Exchange Notes—Optional Redemption” plus accrued and unpaid interest to the date of redemption. However, the issuers may only make such redemptions if at least 65% of the aggregate principal amount of notes issued under the indenture governing the notes remains outstanding immediately after such redemption. See “Description of Exchange Notes—Optional Redemption.”

Change of Control If Ventas, Inc. experiences a change of control, as described in this prospectus, the issuers must make an offer to repurchase the exchange notes at a purchase price in cash equal to 101% of the principal amount thereof, plus any accrued and unpaid interest to the date of purchase, unless certain conditions are met.

Certain Covenants The indenture governing the exchange notes contains covenants that limit Ventas, Inc.’s, the issuers’ and the Restricted Subsidiaries’ ability to, among other things:

• incur debt;

• incur secured debt;

• make certain dividend payments, distributions and investments;

• enter into certain transactions, including transactions with affiliates;

• restrict dividends or other payments from subsidiaries;

• merge, consolidate or transfer all or substantially all of its assets; and

• sell assets.

These covenants are subject to important exceptions and qualifications, which are described under “Description of Exchange Notes—Certain Covenants.” This restricted group is also required to maintain total unencumbered assets of at least 150% of its unsecured debt. If the exchange notes have an investment grade rating from either Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services, the application of certain of these covenants will be suspended. If the exchange notes have an investment grade rating from both rating agencies, certain of these covenants will no longer apply.

10

Absence of a Public Market for the Exchange Notes The exchange notes are new issues of securities and there is currently no established market for them. There can be no assurance as to the development or liquidity of any market for the exchange notes. Certain of the initial purchasers of the original notes have advised us that they currently intend to make a market for the notes, as permitted by applicable laws and regulations. However, they are not obligated to do so and may discontinue any such market-making activities at any time without notice. We do not intend to apply for listing of any of the exchange notes on any securities exchange or for inclusion in any automated quotation system. See “Risk Factors—Risks Relating to the Notes—There is no public market for the notes, so you may be unable to sell the notes.”

Risk Factors Participating in the exchange offer involves risks. You should refer to “Risk Factors” on page 13 of this prospectus for an explanation of certain risks of participating in the exchange offer.

Regulatory Approvals

Other than the federal securities laws, there are no federal or state regulatory requirements that we must comply with and there are no approvals that we must obtain in connection with the exchange offer.

11

RATIO OF EARNINGS TO FIXED CHARGES

Our ratio of earnings to fixed charges for each of the periods indicated below was as follows:

	Year Ended December 31,					Nine Months Ended September 30, 2004
	1999	2000	2001	2002	2003
Ratio of earnings to fixed charges (1)	1.47x	—	1.58x	1.46x	2.45x	2.51x

(1) Earnings were insufficient to cover fixed charges by $69.7 million in 2000. Earnings in 2000 were reduced by $96.5 million for the United States Settlement.

For this ratio, earnings consist of income (loss) before gain on disposal of real estate assets, discontinued operations, provision for income taxes and extraordinary loss, plus fixed charges excluding capitalized interest. Fixed charges consist of interest expensed and capitalized, plus the portion of rent expense under operating leases deemed by us to be representative of the interest factor.

12

RISK FACTORS

Our business, operations and financial condition are subject to various risks. Some of these risks are described below, and you should take these risks into account in evaluating us or any investment decision involving us, including participation in the exchange offer. This section does not describe all risks applicable to us, our industry or our business, and it is intended only as a summary of certain material factors. If any of the following risks actually occur, we could be materially and adversely affected and our ability to make payments on the notes may be adversely affected.

We have grouped these risk factors into five general categories:

• Risks arising from our business;

• Risks arising from our capital structure;

• Risks arising from our status as a REIT;

• Risks relating to the exchange offer; and

• Risks relating to the notes.

Risks Arising from Our Business

We are dependent on Kindred; Kindred’s inability or unwillingness to satisfy its obligations under its agreements with us could significantly harm us and our ability to service our indebtedness, including the notes, and other obligations and to make distributions to our stockholders, as required to continue to qualify as a REIT.

We are dependent on Kindred in a number of ways:

• We lease substantially all of our properties to Kindred under six master leases, and therefore:

• Kindred is the primary source of our real estate income, accounting for approximately 94.3% of our total real estate revenue in 2003 and 82.8% of our total real estate revenue for the nine months ended September 30, 2004; and

• since our master leases with Kindred are triple-net leases, we depend on Kindred to pay for insurance, taxes, utilities and maintenance and repair expenses required in connection with the leased properties.

• In connection with the 1998 Spin Off, Kindred assumed, and agreed to indemnify us for, the following:

• all obligations under third-party leases and third-party contracts, except for those contracts relating to our ownership of our properties;

• all losses, including costs and expenses, resulting from future claims and all liabilities that may arise out of the ownership or operation of the healthcare operations either before or after the date of the spin-off; and

• any claims that were pending at the time of the spin-off and that arose out of the ownership or operation of the healthcare operations or were asserted after the spin-off and that arise out of the ownership and operation of the healthcare operations or any of the assets or liabilities transferred to Kindred in connection with the spin-off.

There can be no assurance that Kindred will have sufficient assets, income and access to financing and insurance coverage to enable it to satisfy its obligations under its agreements with us. In addition, any failure by Kindred to conduct its operations effectively could have a material adverse effect on its business reputation or on its ability to enlist and maintain patients in its facilities. Any inability or unwillingness on the part of Kindred to satisfy its obligations under its agreements with us could significantly harm us and our ability to service our indebtedness, including the notes, and other obligations and to make distributions to our stockholders, as required to continue to qualify as a REIT.

13

We may be unable to find another lessee/operator for our properties if we have to replace Kindred or our other operators.

We may have to find another lessee/operator for the properties covered by one or more of our master leases with Kindred or our other operators upon the expiration of the terms of the applicable lease or upon a default by Kindred or our other operators. During any period that we are attempting to locate one or more operators there could be a decrease or cessation of rental payments by Kindred or our other operators. There can be no assurance that we will be able to locate another suitable lessee/operator or, if we are successful in locating such an operator, that the rental payments from the new operator would not be significantly less than the existing rental payments. Our ability to locate another suitable lessee/operator may be significantly delayed or limited by various state licensing, receivership, certificate-of-need or other laws, as well as by Medicare and Medicaid change-of-ownership rules. In addition, we may also incur substantial additional expenses in connection with any such licensing, receivership or change-of-ownership proceedings. Such delays, limitations and expenses could significantly harm us and our ability to service our indebtedness, including the notes, and other obligations and to make distributions to our stockholders, as required to continue to qualify as a REIT and/or materially delay or impact our ability to collect rent, to obtain possession of leased properties, or otherwise to exercise remedies for tenant default.

We may encounter certain risks when implementing our business strategy to pursue investments in, and/or acquisitions or development of, healthcare, healthcare-related and/or senior housing properties and/or medical office buildings.

We intend to pursue investments in, and/or acquisitions or development of, additional healthcare, healthcare-related and/or senior housing properties and/or medical office buildings, subject to the contractual restrictions contained in the indenture governing the notes, our other existing indentures and the 2004 Credit Agreement. Acquisitions of and investments in such properties entail general investment risks associated with any real estate investment, including risks that the investment will fail to perform in accordance with expectations, the estimates of the cost of improvements necessary for the acquired property will prove inaccurate, and the inability of the lessee/operator to meet performance expectations. We do not presently contemplate any development projects, although if we were to pursue new development projects, such projects would be subject to numerous risks, including risks of construction delays or cost overruns that may increase project costs, new project commencement risks such as receipt of zoning, occupancy and other required governmental approvals and permits and the incurrence of development costs in connection with projects that are not pursued to completion. In addition, we may borrow to finance any investments in, and/or acquisition or development of, healthcare, healthcare-related and/or senior housing properties and/or medical office buildings, which would increase our leverage.

We may compete for acquisition or investment opportunities with entities that have substantially greater financial resources than we have. Our ability to compete successfully for such opportunities is affected by many factors, including our cost of obtaining debt and equity capital at rates or on terms comparable to or better than our competitors. Competition generally may reduce the number of suitable acquisition or investment opportunities available to us and increase the bargaining power of property owners seeking to sell, thereby impeding our acquisition, investment or development activities.

Even if we are successful at identifying and competing for acquisition or investment opportunities, such opportunities involve a number of risks. These risks include diversion of management’s attention, the risk that the value of the properties we acquire or invest in could decrease substantially after such acquisition or investment, and the risk that we will not be able to accurately assess the value of properties that are not of the type we currently own, some or all of which could significantly harm us and our ability to service our indebtedness, including the notes, and other obligations and to make distributions to our stockholders, as required to continue to qualify as a REIT.

14

Additionally, if we are successful in continuing to implement our business strategy to pursue investments in, and/or acquisitions or development of, healthcare, healthcare-related and/or senior housing properties and/or medical office buildings, we may continue to increase the number of operators of our properties. Historically, substantially all of our properties have been operated by a single operator, Kindred. There can be no assurance that we will have the capabilities to monitor and manage successfully a portfolio of properties with a growing number of operators.

We are subject to the risks associated with investment in a single industry, the heavily regulated healthcare industry.

All of our investments are in properties used in the healthcare industry; therefore we are exposed to risks associated with the healthcare industry in particular. The healthcare industry is highly regulated and changes in government regulation have in the past had material adverse consequences on the industry in general, which may not even have been contemplated by lawmakers and regulators. There can be no assurance that future changes in government regulation of healthcare will not have a material adverse effect on the healthcare industry, including our lessees/operators. Moreover, our ability to invest in non-healthcare, non-healthcare or non-senior housing related properties is restricted by the terms of the 2004 Credit Agreement.

Our tenants, including Kindred, may be adversely affected by increasing healthcare regulation and enforcement.

We believe that the regulatory environment surrounding the long-term care industry has intensified both in the amount and type of regulations and in the efforts to enforce those regulations. This is particularly true for large for-profit, multi-facility providers like Kindred.

The extensive federal, state and local laws and regulations affecting the healthcare industry include, but are not limited to, laws and regulations relating to licensure, conduct of operations, ownership of facilities, addition of facilities and equipment, allowable costs, services, prices for services, quality of care, patient rights, fraudulent or abusive behavior, and financial and other arrangements which may be entered into by healthcare providers. Federal and state governments have intensified enforcement policies, resulting in a significant increase in the number of inspections, citations of regulatory deficiencies and other regulatory sanctions, including terminations from the Medicare and Medicaid programs, bars on Medicare and Medicaid payments for new admissions, civil monetary penalties and even criminal penalties. If Kindred or our other tenants and operators fail to comply with the extensive laws, regulations and other requirements applicable to their businesses, they could become ineligible to receive reimbursement from governmental and private third-party payor programs, suffer civil or criminal penalties or be required to make significant changes to their operations. Kindred and our other tenants also could be forced to expend considerable resources responding to an investigation or other enforcement action under applicable laws or regulations. In addition, as part of the settlement agreement Kindred entered into with the federal government, it agreed to comply with the terms of a corporate integrity agreement. Kindred could incur additional expenses in complying with the corporate integrity agreement, and its failure to comply with the corporate integrity agreement could have a material adverse effect on Kindred’s results of operations and financial condition and its ability to make rental payments to us, which, in turn, could significantly harm us and our ability to service our indebtedness, including the notes, and other obligations and to make distributions to our stockholders, as required to continue to qualify as a REIT.

We are unable to predict the future course of federal, state and local legislation or regulation, including the Medicare and Medicaid statutes and regulations. Changes in the statutory or regulatory framework could have a material adverse effect on Kindred and our other operators, which, in turn, could significantly harm us and our ability to service our indebtedness, including the notes, and other obligations and to make distributions to our stockholders, as required to continue to qualify as a REIT.

15

Changes in the reimbursement rates or methods of payment from third-party payors, including the Medicare and Medicaid programs, could have a material adverse effect on our tenants.

Kindred and certain of our other tenants and operators rely on reimbursement from third-party payors, including the Medicare and Medicaid programs, for substantially all of their revenues. There continue to be various federal and state legislative and regulatory proposals to implement cost-containment measures that limit payments to healthcare providers. In addition, private third-party payors have continued their efforts to control healthcare costs. There can be no assurance that adequate reimbursement levels will be available for services to be provided by Kindred and other tenants which are currently being reimbursed by Medicare, Medicaid or private payors. Significant limits by governmental and private third-party payors on the scope of services reimbursed and on reimbursement rates and fees could have a material adverse effect on the liquidity, financial condition and results of operations of Kindred and certain of our other operators and tenants, which, in turn, could significantly harm us and our ability to service our indebtedness, including the notes, and other obligations and to make distributions to our stockholders, as required to continue to qualify as a REIT.

There also continue to be state legislative proposals that would impose more limitations on government and private payments to providers of healthcare services such as Kindred. Many states have enacted or are considering enacting measures that are designed to reduce their Medicaid expenditures and to make certain changes to private healthcare insurance. There are a number of legislative proposals currently under consideration, including cost caps and the establishment of Medicaid prospective payment systems for nursing centers. Some states also are considering regulatory changes that include a moratorium on the designation of additional long-term acute care hospitals. A federal moratorium was proposed in February 2004 by a joint committee of the United States House of Representatives and Senate in response to the rapid growth in the number of long-term acute care hospitals and the resulting increase in Medicare payments to long-term acute care hospitals. The committee report raises several questions about long-term acute care hospitals and suggests that a temporary moratorium is needed until the questions can be answered. However, we are not able to predict the impact of any such moratorium on us or our operators unless and until definitive legislation is passed.

Significant legal actions could subject Kindred and our other operators to increased operating costs and substantial uninsured liabilities, which could materially and adversely affect Kindred’s and our other operators’ liquidity, financial condition and results of operation.

Kindred and our other skilled nursing facility operators have experienced substantial increases in both the number and size of professional liability claims in recent years. In addition to large compensatory claims, plaintiffs’ attorneys increasingly are seeking significant punitive damages and attorneys’ fees.

Due to the increase in the number and severity of professional liability claims against healthcare providers, the availability of professional liability insurance has been severely restricted and the premiums on such insurance coverage have increased dramatically. As a result, Kindred’s and our other operators’ insurance coverage might not cover all claims against them or continue to be available to them at a reasonable cost. If Kindred or our other operators are unable to maintain adequate insurance coverage or are required to pay punitive damages, they may be exposed to substantial liabilities.

Kindred insures its professional liability risks in part through a wholly owned, limited purpose insurance company. The limited purpose insurance company insures initial losses up to specified coverage levels per occurrence with no aggregate coverage limit. Coverage for losses in excess of those per occurrence levels is maintained through unaffiliated commercial insurance carriers up to an aggregate limit. The limited purpose insurance company then insures all claims in excess of the aggregate limit for the unaffiliated commercial insurance carriers. Kindred maintains general liability insurance and professional malpractice liability insurance in amounts and with deductibles that Kindred management has indicated that it believes are sufficient for its operations.

16

Operators that insure their professional liability risks through their own captive limited purpose entities generally estimate the future cost of professional liability through actuarial studies which rely primarily on historical data. However, due to the increase in the number and severity of professional claims against healthcare providers, these actuarial studies may underestimate the future cost of claims and there can be no assurance that such operators’ reserves for future claims will be adequate to cover the actual cost of such claims. If the actual cost of such claims is significantly higher than the operators’ reserves, it could have a material adverse effect on the liquidity, financial condition and results of operation of such operators and their ability to make rental payments to us, which, in turn, could significantly harm us and our ability to service our indebtedness, including the notes, and other obligations and to make distributions to our stockholders, as required to continue to qualify as a REIT.

Kindred and our other operators may be sued under a federal whistleblower statute.

Kindred and our other operators may be sued under a federal whistleblower statute designed to combat fraud and abuse in the healthcare industry. These lawsuits can involve significant monetary damages and award bounties to private plaintiffs who successfully bring these suits. If any such lawsuits were to be brought against Kindred or our other operators, such suits combined with increased operating costs and substantial uninsured liabilities could have a material adverse effect on the liquidity, financial condition and results of operation of Kindred and our other operators and their ability to make rental payments to us, which, in turn, could significantly harm us and our ability to service our indebtedness, including the notes, and other obligations and to make distributions to our stockholders, as required to continue to qualify as a REIT.

If any of our properties are found to be contaminated, or if we become involved in any environmental disputes, we could incur substantial liabilities and costs.

Under federal and state environmental laws and regulations, a current or former owner of real property may be liable for costs related to the investigation, removal and remediation of hazardous or toxic substances or petroleum that are released from or are present at or under, or that are disposed of in connection with such property. Owners of real property may also face other environmental liabilities, including government fines and penalties imposed by regulatory authorities and damages for injuries to persons, property or natural resources. Environmental laws and regulations often impose liability without regard to whether the owner was aware of, or was responsible for, the presence, release or disposal of hazardous or toxic substances or petroleum. In certain circumstances, environmental liability may result from the activities of a current or former operator of the property. While we are generally indemnified by the current operators of our properties for contamination caused by such operators, such indemnities may not adequately cover all environmental costs.

Risks Arising from Our Capital Structure

We continue to be highly leveraged.

Assuming that we had completed the sale of the original notes and used the net proceeds to repay amounts outstanding under the 2004 Credit Agreement on September 30, 2004, we would have had on that date approximately $856.4 million of indebtedness. The indenture governing the notes, our other existing indentures and the 2004 Credit Agreement permit us to incur substantial additional debt, and we may borrow additional funds, which may include secured borrowings. A high level of indebtedness may have the following consequences:

• substantial amounts of our existing debt will, and our future debt may, mature prior to the notes, making it more difficult for the issuers to repay the notes;

• a potential impairment of our ability to obtain additional financing for our business strategy;

• the requirement that a substantial portion of our cash flow from operations be dedicated to the payment of debt service, thus reducing the funds available for our business strategy;

17

• potential limits on our ability to adjust rapidly to changing market conditions and vulnerability in the event of a downturn in general economic conditions or in the real estate and/or healthcare sectors; and

• a potential downgrade in the rating of our debt securities by one or more rating agencies which may have the effect of, among other things, increasing the cost of our borrowing.

We may be unable to raise additional capital necessary to implement our business plan and to meet our debt payments.

In order to continue to implement our business plan and to meet our debt payments, we may need to raise additional capital. Our ability to incur additional indebtedness is restricted by the terms of the indenture governing the notes, our other existing indentures and the 2004 Credit Agreement. In addition, adverse economic conditions could cause the terms on which we can obtain additional borrowings to become unfavorable. In such circumstances, we may be required to raise additional equity in the capital markets or liquidate one or more investments in properties at times that may not permit realization of the maximum return on the investments and that could result in adverse tax consequences to us. In addition, certain healthcare regulations may constrain our ability to sell assets. There can be no assurance that we will be able to implement our business plan and meet our debt service obligations and the failure to do so could significantly harm us and our ability to service our indebtedness, including the notes, and other obligations and to make distributions to our stockholders, as required to continue to qualify as a REIT.

We hedge floating-rate debt with an interest rate swap and may record charges and incur costs associated with the termination or change in value of this interest rate swap.

We have an interest rate swap agreement to hedge our existing floating-rate debt for the period between July 1, 2003 and June 30, 2008. We periodically assess our interest rate swap in relation to our outstanding balances of floating-rate debt, and based on such assessments may terminate portions of our swap or enter into additional swaps. Termination of swaps with accrued losses, or changes in the value of swaps as a result of falling interest rates, would require the payment of costs and/or result in charges to our earnings and net worth, which could be significant.

Risks Arising from Our Status as a REIT

The 90% distribution requirement will decrease our liquidity and may limit our ability to engage in otherwise beneficial transactions.

To comply with the 90% distribution requirement applicable to REITs and to avoid a nondeductible excise tax, we must make distributions to our stockholders. The terms of the indenture governing the notes and our other existing indentures permit us to make annual distributions to our stockholders in an amount equal to the minimum amount necessary to maintain our REIT status so long as our ratio of Debt to Adjusted Total Assets (as variously defined in each such indenture) does not exceed 60% and to make additional distributions if we pass certain other financial tests. As a result, substantial distributions will be made to our stockholders prior to the scheduled maturity of the notes.

Although we anticipate that we generally will have sufficient cash or liquid assets to enable us to satisfy the REIT distribution requirement, it is possible that from time to time we may not have sufficient cash or other liquid assets to meet the 90% distribution requirement or to distribute such greater amount as may be necessary to avoid income and excise taxation. This may be due to the timing differences between the actual receipt of income and actual payment of deductible expenses, on the one hand, and the inclusion of that income and deduction of those expenses in arriving at our taxable income, on the other hand. In addition, nondeductible expenses such as principal amortization or repayments or capital expenditures in excess of noncash deductions may also cause us to fail to have sufficient cash or liquid assets to enable us to satisfy the 90% distribution requirement.

18

These distributions may impair our ability to make payment of principal of and interest on the notes and may limit our ability to rely upon rental payments from our properties or subsequently acquired properties to finance investments, acquisitions or new developments.

In the event that timing differences or other cash needs occur, we may find it necessary to borrow funds, issue equity securities (although there can be no assurance that we will be able to do so), pay taxable stock dividends if possible, distribute other property or securities or engage in a transaction intended to enable us to meet the REIT distribution requirements. This may require us to raise additional capital to meet our obligations; however, see “—Risks Arising from Our Capital Structure—We may be unable to raise additional capital necessary to implement our business plan and to meet our debt payments.” The terms of the indenture governing the notes, our other existing indentures and the 2004 Credit Agreement will restrict our ability to engage in some of these transactions.

We may still be subject to corporate level taxes.

Following our REIT election, we are considered to be a former C corporation for income tax purposes. Therefore, potentially, we remain subject to corporate level taxes for any asset dispositions occurring between January 1, 1999 and December 31, 2008.

Risks Relating to the Exchange Offer

You may not be able to sell your original notes if you do not exchange them for registered exchange notes in the exchange offer.

If you do not exchange your original notes for exchange notes in the exchange offer, your original notes will continue to be subject to the restrictions on transfer as stated in the legend on the original notes. In general, you may not offer, sell or otherwise transfer the original notes in the United States unless they are:

• registered under the Securities Act;

• offered or sold pursuant to an exemption from the Securities Act and applicable state securities laws; or

• offered or sold in a transaction not subject to the Securities Act and applicable state securities laws.

The issuers and the guarantors do not currently anticipate that they will register the original notes under the Securities Act and, except for the limited instances involving the initial purchasers or holders of the original notes who are not eligible to participate in the exchange offer or who do not receive freely transferable exchange notes in the exchange offer, they will not be under any obligation to do so under the registration rights agreement or otherwise. Also, if the exchange offer is completed on the terms and within the time period contemplated by this prospectus, no liquidated damages will be payable on your original notes.

Your ability to sell your original notes may be significantly more limited and the price at which you may be able to sell your original notes may be significantly lower if you do not exchange them for registered exchange notes in the exchange offer.

To the extent that the original notes are tendered and accepted for exchange in the exchange offer, the trading market for the original notes that remain outstanding may be significantly more limited. As a result, the liquidity of the original notes not tendered and accepted for exchange could be adversely affected. The extent of the market for original notes and the availability of price quotations would depend on a number of factors, including the number of holders of original notes remaining outstanding and the interest of securities firms in maintaining a market in the original notes. An issue of securities with a similar outstanding market value available for trading, which is called the “float,” may command a lower price than would be comparable to an issue of securities with a greater float. As a result, the market price for the original notes that are not exchanged

19

in the exchange offer may be affected adversely to the extent that the original notes exchanged in the exchange offer reduce the float. The reduced float also may make the trading price of the original notes that are not exchanged more volatile.

There are state securities law restrictions on the resale of the exchange notes.

In order to comply with the securities laws of certain jurisdictions, the exchange notes may not be offered or sold by any holder unless they have been registered or qualified for sale in such jurisdictions or an exemption from registration or qualification is available and the requirements of such exemption have been satisfied. The issuers and the guarantors do not currently intend to register or qualify the resale of the exchange notes in any such jurisdictions. However, an exemption is generally available for sales to registered broker-dealers and certain institutional buyers. Other exemptions under applicable state securities laws may also be available.

The issuers and the guarantors will not accept your original notes for exchange if you fail to follow the exchange offer procedures and, as a result, your original notes will continue to be subject to existing transfer restrictions and you may not be able to sell your original notes.

The issuers and the guarantors will issue exchange notes as part of the exchange offer only after the timely receipt of your original notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your original notes, please allow sufficient time to ensure timely delivery. If the issuers and the guarantors do not receive your original notes, letter of transmittal and other required documents by the expiration date of the exchange offer, they will not accept your original notes for exchange. The issuers and the guarantors are under no duty to give notification of defects or irregularities with respect to the tenders of original notes for exchange. If there are defects or irregularities with respect to your tender of the original notes, the issuers and the guarantors will not accept your original notes for exchange. See “The Exchange Offer—How to Tender.”

Risks Relating to the Notes

The exchange notes, like the original notes, entail the following risks:

Because the notes will be structurally subordinated to the obligations of our subsidiaries that are not guarantors, you may not be fully repaid if we become insolvent.

Of our subsidiaries, only our Restricted Subsidiaries that are not Excluded Joint Ventures will be directly obligated on the notes. Holders of the notes will have no claims against the assets of our Unrestricted Subsidiaries (which include the subsidiaries formed in connection with our commercial mortgage backed securitization transaction (the “CMBS Transaction”) and certain subsidiaries acquired pursuant to our acquisition of ElderTrust) and any current or future Excluded Joint Ventures. These Unrestricted Subsidiaries and Excluded Joint Ventures currently own 54 healthcare facilities. As of September 30, 2004, existing Unrestricted Subsidiaries and Excluded Joint Ventures had an aggregate outstanding indebtedness of $313.8 million. We may, subject to the limitations contained in the indenture governing the notes and our other existing indentures, form additional Unrestricted Subsidiaries and Excluded Joint Ventures in the future. All obligations of the Unrestricted Subsidiaries and any Excluded Joint Ventures, including indebtedness to trade creditors, will have to be paid, in full, before you will have any claims against our current and future Unrestricted Subsidiaries and Excluded Joint Ventures.

Because the notes that you hold are unsecured, you may not be fully repaid if we become insolvent.

The exchange notes, like the original notes, and the guarantees thereof will not be secured by any of our assets or our subsidiaries’ assets, and therefore will be effectively subordinated to any secured indebtedness we,

20

or our subsidiaries, may incur to the extent of the assets securing such indebtedness, including outstanding borrowings under the 2004 Credit Agreement. The indenture governing the notes permits us to incur secured debt, including outstanding borrowings under the 2004 Credit Agreement, that are secured by certain of our assets. In addition, our mortgage loan under the CMBS Transaction is secured by mortgages on certain of our properties. As of September 30, 2004, we had $487.3 million principal amount of outstanding secured debt, including $304.6 million of secured debt of our Unrestricted Subsidiaries which is non-recourse to us. If we were to become insolvent, the holders of any secured debt would receive payments from the assets used as security before you would receive payments on the notes.

If we experience a change in control, we may be unable to purchase the notes you hold as required under the indenture governing the notes.

Upon the occurrence of certain change of control events and unless certain conditions are met, we must make an offer to purchase all outstanding notes at a purchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the date of purchase. We may not have sufficient funds to pay the purchase price for all notes tendered by holders seeking to accept the offer to purchase. In addition, our other existing indentures, the 2004 Credit Agreement and our other debt agreements may require us to repurchase other debt upon a change in control or may prohibit us from purchasing all validly tendered notes, which would result in an event of default under the indenture governing the notes. See “Description of Exchange Notes—Certain Covenants—Repurchase of Notes Upon a Change of Control.”

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from the issuers or the guarantors.

The guarantors’ guarantees of the notes may be subject to review under U.S. federal bankruptcy law or relevant state fraudulent conveyance laws if a bankruptcy lawsuit is commenced by or on behalf of our or our guarantors’ unpaid creditors. Under these laws, if in such a lawsuit a court were to find that, at the time a guarantor incurred debt (including debt represented by the guarantee), such guarantor:

• incurred this debt with the intent of hindering, delaying or defrauding current or future creditors; or

• received less than reasonably equivalent value or fair consideration for incurring this debt and the guarantor:

• was insolvent or was rendered insolvent by reason of the related financing transactions;

• was engaged, or about to engage, in a business or transaction for which its remaining assets constituted unreasonably small capital to carry on its business; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay these debts as they mature, as all of the foregoing terms are defined in or interpreted under the relevant fraudulent transfer or conveyance statutes;

then the court could void the guarantee or subordinate the amounts owing under the guarantee to the guarantor’s presently existing or future debt, including trade payables, or take other actions detrimental to the holders of the notes.

In addition, the guarantors may be subject to the allegation that since they incurred their guarantees for our benefit, they incurred the obligations under the guarantees for less than reasonably equivalent value or fair consideration.

Each guarantee will contain a provision intended to limit the guarantors’ liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer or conveyance. This provision may not be effective to protect the guarantees from being voided under fraudulent transfer law.

21

The guarantees provided by us and our subsidiaries are subject to certain defenses that may limit your right to receive payment on the notes.

Although the guarantees provide the holders of the notes with a direct claim against the assets of the guarantors, enforcement of the guarantees against any guarantor would be subject to certain “suretyship” defenses available to guarantors generally. Enforcement could also be subject to other defenses available to the guarantors in certain circumstances. To the extent that the guarantees are not enforceable, you would not be able to assert a claim successfully against such guarantors.

There is no public market for the notes, so you may be unable to sell the notes.

The notes are new securities for which there is currently no market. Consequently, the notes may be relatively illiquid, and you may be unable to sell your notes, or if you are able to sell your notes, there can be no assurance as to the price at which you will able to sell them. Future trading prices of the notes will depend on many factors, including, among other things, prevailing interest rates, economic conditions, our financial condition and the market for similar securities. We do not intend to apply for listing of the notes on any securities exchange or for the inclusion of the notes in any automated quotation system. Certain of the initial purchasers of the original notes have advised us that they presently intend to make a market in the notes. However, they are not obligated to do so, and they may discontinue any market-making activities at any time in their sole discretion and without notice.

22

USE OF PROCEEDS

We will not receive any proceeds from the issuance of the exchange notes in the exchange offer. The exchange notes will evidence the same debt as the original notes surrendered in exchange for the exchange notes. Accordingly, the issuance of the exchange notes will not result in any change in our indebtedness.

Our net proceeds from the offering of the original notes were approximately $122.3 million after deducting offering expenses and the initial purchasers’ discount. We used the net proceeds to repay a portion of our outstanding indebtedness under the 2004 Credit Agreement, which we entered into on September 8, 2004 and which amended and restated our previous credit agreement, or the 2002 Credit Agreement. Ventas Realty used the proceeds from the 2004 Credit Agreement to repay its outstanding revolving credit facility and term loan under the 2002 Credit Agreement. At September 30, 2004, we had $173.5 million of outstanding indebtedness (excluding letters of credit) under the 2004 Credit Agreement and the weighted average interest rate on the outstanding balance was 2.97% excluding the effects of the associated interest rate swap agreement. Affiliates of the initial purchasers of the original notes are lenders under the 2004 Credit Agreement. See “Plan of Distribution.” In the future, we expect to reborrow under the 2004 Credit Agreement for working capital and other general corporate purposes, including acquisitions. See “Description of Other Indebtedness—2004 Credit Agreement.”

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2004: (1) on an actual basis; and (2) as adjusted to give effect to the issuance of the original notes and the application of the net proceeds therefrom as described under “Use of Proceeds.” You should read this table in conjunction with the information set forth under “Use of Proceeds” and “Description of Other Indebtedness” and our consolidated financial statements and accompanying notes incorporated by reference in this prospectus.

	As of September 30, 2004
	Actual		As Adjusted
	(dollars in thousands)
Cash and cash equivalents	$	3,805	$	3,805
Debt
2004 Credit Agreement	$	173,500	$	51,175
CMBS Loan		213,340		213,340
Senior notes due 2009		174,217		174,217
Senior notes due 2012		191,821		191,821
Original notes		—		125,000
Other long-term debt(1)		100,896		100,896
Total long-term debt		853,774		856,449
Total stockholders’ equity		130,173		130,173
Total capitalization	$	983,947	$	986,622

(1) Includes $91.2 million of mortgage loan obligations that are non-recourse to us.

23

THE EXCHANGE OFFER

Purpose of the Exchange Offer

On October 15, 2004, the issuers sold the original notes in a private offering exempt from registration under the Securities Act. Accordingly, the original notes may not be reoffered, resold or otherwise transferred in the United States unless so registered or unless an exemption from the Securities Act registration requirements is available. In the registration rights agreement, the issuers and certain of the guarantors have agreed with the initial purchasers of the original notes to, at their own cost:

• file an exchange offer registration statement with the Commission within 60 days after October 15, 2004;

• use their respective commercially reasonable best efforts to cause the exchange offer registration statement to be declared effective under the Securities Act within 180 days after October 15, 2004; and

• use their respective best efforts to consummate the exchange offer within 30 business days, or longer, if required by the federal securities laws, after the date on which the exchange offer registration statement is declared effective by the Commission.

In addition, the issuers and the guarantors have agreed to keep the exchange offer open for at least 20 business days, or longer if required by applicable law, after the date notice of the exchange offer is mailed to the holders of the original notes. The exchange notes are being offered under this prospectus to satisfy the obligations under the registration rights agreement.

Terms of the Exchange

Upon the terms and subject to the conditions in this prospectus and in the letters of transmittal that accompany this prospectus, the issuers and the guarantors are offering to exchange $1,000 in principal amount of exchange notes for each $1,000 in principal amount of original notes. The terms of the exchange notes are substantially identical to the terms of the original notes for which they may be exchanged in the exchange offer, except that:

• the exchange notes will be registered under the Securities Act;

• the exchange notes will be freely transferable, other than as described in this prospectus and will not contain any legend restricting their transfer;

• holders of the exchange notes will not be entitled to certain rights of the holders of the original notes under the registration rights agreement, which rights will terminate upon completion of the exchange offer; and

• the exchange notes will not contain any provisions regarding the payment of liquidated damages.

The exchange notes will evidence the same debt as the original notes and will be entitled to the benefits of the indenture. See “Description of Exchange Notes.”

The exchange offer is not conditioned on any minimum aggregate principal amount of original notes being tendered for exchange.

Based upon interpretations by the staff of the Commission set forth in no action letters issued to unrelated third parties, we believe that a holder of exchange notes issued in the exchange offer may transfer the exchange notes without complying with the registration and prospectus delivery provisions of the Securities Act if such holder:

• acquires the exchange notes in the ordinary course of the holder’s business;

• has no arrangement or understanding with any person or entity to participate in a distribution (within the meaning of the Securities Act) of the exchange notes;

24

• is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the issuers or the guarantors;

• is not a broker-dealer (within the meaning of the Securities Act) that acquired the original notes directly from an issuer or guarantor; and

• is not a broker-dealer (within the meaning of the Securities Act) that acquired the original notes for its own account as a result of market-making or other trading activities.

If any of these conditions are not satisfied and a holder of exchange notes transfers any exchange note without delivering a proper prospectus or without qualifying for a registration exemption, such holder may incur liability under the Securities Act. See “Plan of Distribution.”

Each broker-dealer that receives exchange notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. Each letter of transmittal that accompanies this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A participating broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of exchange notes received in exchange for original notes where those original notes were acquired by the broker-dealer for its own account as a result of market-making activities or other trading activities. The issuers, Ventas, Inc. and Ventas LLC have agreed, if requested by a participating broker dealer, to use their respective commercially reasonable best efforts to keep the registration statement of which this prospectus is a part continuously effective for a period not to exceed 30 business days after the date on which the registration statement is declared effective, or such longer period if extended under certain circumstances, or such earlier date as all requesting participating broker-dealers have notified the issuers in writing that all such requesting participating broker-dealers have resold all exchange notes acquired in the exchange offer.

Tendering holders of original notes will not be required to pay brokerage commissions or fees or, subject to the instructions in the applicable letter of transmittal, transfer taxes relating to the exchange of original notes for exchange notes in the exchange offer.

Shelf Registration Statement

If:

• the issuers and the guarantors are not required to file the exchange offer registration statement or permitted to consummate the exchange offer because the exchange offer is not permitted by applicable law or Commission policy;

• for any reason the exchange offer is not consummated within 30 business days after the 180th day following October 15, 2004; or

• any holder of original notes notifies the issuers prior to the 20th day following consummation of the exchange offer that:

(1) it is prohibited by law or Commission policy from participating in the exchange offer;

(2) it may not resell the exchange notes acquired by it in the exchange offer to the public without delivering a prospectus and this prospectus is not appropriate or available for such resales; or

(3) it is a broker-dealer and owns original notes acquired directly from the issuers or an affiliate of the issuers,

the issuers and the guarantors will:

• use their respective best efforts to file with the Commission a shelf registration statement to cover resales of the notes by the holders of the notes who satisfy certain conditions relating to the provision of

25

information in connection with the shelf registration statement on or prior to 45 days after such filing obligation arises;

• use their respective commercially reasonable efforts to cause the shelf registration statement to be declared effective under the Securities Act on or prior to 180 days after such obligation arises; and

• use their respective commercially reasonable efforts to keep the shelf registration statement continuously effective under the Securities Act for the period ending on the earlier of October 15, 2006, subject to extension, and such shorter period ending when all notes covered by the shelf registration statement have been sold in the manner set forth and as contemplated in the shelf registration statement or when there are no more original notes.

If the issuers and the guarantors file a shelf registration statement, they will, among other things:

• provide to each holder for which the shelf registration statement was filed copies of the prospectus that is a part of the shelf registration statement;

• notify each of the holders when the shelf registration statement has been declared effective under the Securities Act; and

• take other actions as are required to permit unrestricted resales of the original notes or the exchange notes, as the case may be.

A holder selling original notes or exchange notes under the shelf registration statement generally must be named as a selling security holder in the related prospectus and must deliver a prospectus to purchasers. Consequently, the holder will be subject to the civil liability provisions under the Securities Act in connection with those sales and will be bound by any applicable provisions of the registration rights agreement, including specified indemnification obligations.

Liquidated Damages

Liquidated damages will accrue on the notes, in addition to the stated interest on the notes, from and including the date on which a registration default occurs to, but excluding, the earlier of the date on which all registration defaults have been cured and the date on which all notes otherwise become freely transferable by holders of the notes other than affiliates of the issuers, Ventas, Inc. and Ventas LLC without further registration under the Securities Act.

The occurrence of any of the following is a registration default:

• the failure to file any of the registration statements required by the registration rights agreement on or before the date specified therein for such filing;

• any of such registration statements is not declared effective by the Commission on or prior to the date specified therein for such effectiveness (the “Effectiveness Target Date”);

• the exchange offer is not consummated on or prior to the 30th business day following the Effectiveness Target Date with respect to the exchange offer registration statement; or

• the shelf registration statement or the exchange offer registration statement is declared effective but thereafter ceases to be effective or fails to be usable in connection with resales of notes covered by such registration statement during the periods specified in the registration rights agreement, except as specifically permitted in the registration rights agreement.

Liquidated damages will accrue on the notes, with respect to the first 90-day period immediately following the occurrence of the first registration default, in an amount equal to $.05 per week per $1,000 principal amount of notes held by such holder.

26

The amount of the liquidated damages will increase by an additional $.05 per week per $1,000 principal amount of notes with respect to each subsequent 90-day period until all registration defaults have been cured, up to a maximum amount of liquidated damages for all registration defaults of $.20 per week per $1,000 principal amount of notes.

Following the cure of all registration defaults, the accrual of liquidated damages will cease.

If the exchange offer is completed on the terms and within the period contemplated by this prospectus, no liquidated damages will be payable on the notes. The exchange notes will not contain any provisions regarding the payment of liquidated damages.

The summary of the provisions of the registration rights agreement contained in this prospectus does not purport to be complete. This summary is subject to and is qualified in its entirety by reference to all the provisions of the registration rights agreement, a copy of which is an exhibit to the registration statement of which this prospectus is a part.

Expiration Date; Extensions; Termination; Amendments

The expiration date of the exchange offer is 5:00 p.m., New York City time, on             , 2005, unless the issuers in their sole discretion extend the period during which the exchange offer is open. In that case, the expiration date will be the latest time and date to which the exchange offer is extended. The issuers reserve the right to extend the exchange offer at any time and from time to time before the expiration date by giving written notice to the exchange agent, U.S. Bank National Association, and by timely public announcement. Unless otherwise required by applicable law or regulation, the public announcement will be made by a release to the Dow Jones News Service. During any extension of the exchange offer, all original notes previously tendered in the exchange offer will remain subject to the exchange offer.

The initial exchange date will be the first business day following the expiration date. The issuers expressly reserve the right to:

• terminate the exchange offer and not accept for exchange any original notes for any reason, including if any of the events described below under “—Conditions to the Exchange Offer” shall have occurred and shall not have been waived by the issuers; and

• amend the terms of the exchange offer in any manner.

If any termination or amendment occurs, the issuers will notify the exchange agent in writing and will either issue a timely public announcement communicated, unless otherwise required by applicable law or regulation, by making a release to the Dow Jones News Service or give written notice to the holders of the original notes as promptly as practicable. Unless the issuers terminate the exchange offer prior to 5:00 p.m., New York City time, on the expiration date, the issuers and the guarantors will exchange the exchange notes for the original notes on the exchange date.

If:

• the issuers waive any material condition to the exchange offer or amend the exchange offer in any other material respect; and

• at the time that notice of this waiver or amendment is first published, sent or given to holders of original notes in the manner specified above, the exchange offer is scheduled to expire at any time earlier than the fifth business day from, and including, the date that the notice is first so published, sent or given,

then the exchange offer will be extended until that fifth business day.

27

This prospectus and the letters of transmittal and other relevant materials will be mailed by the issuers and the guarantors to record holders of original notes. In addition, these materials will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the lists of holders for subsequent transmittal to beneficial owners of original notes.

How to Tender

The tender to the issuers and the guarantors of original notes according to one of the procedures described below will constitute an agreement between that holder of original notes and the issuers and the guarantors in accordance with the terms and subject to the conditions set forth in this prospectus and in the applicable letter of transmittal. All references in this prospectus to a letter of transmittal include a facsimile of the letter of transmittal.

General Procedures. A holder of original notes may tender them by:

• properly completing and signing the applicable letter of transmittal and delivering the same, together with the certificate or certificates representing the original notes being tendered and any required signature guarantees, or a timely confirmation of a book-entry transfer according to the procedure described below, to the exchange agent at its address set forth below under “—Exchange Agent” on or before the expiration date; or

• complying with the guaranteed delivery procedures described below.

If tendered original notes are registered in the name of the signer of the applicable letter of transmittal and the exchange notes to be issued in exchange for accepted original notes are to be issued, and any untendered original notes are to be reissued, in the name of the registered holder, the signature of the signer need not be guaranteed. In any other case, the tendered original notes must be endorsed or accompanied by written instruments of transfer in form satisfactory to the issuers. They must also be duly executed by the registered holder. In addition, the signature on the endorsement or instrument of transfer must be guaranteed by an eligible guarantor institution that is a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Exchange Act. If the exchange notes and/or original notes not exchanged are to be delivered to an address other than that of the registered holder appearing on the note register for the original notes, an eligible guarantor institution must guarantee the signature on the applicable letter of transmittal.

Any beneficial owner whose original notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender original notes should contact the holder promptly and instruct it to tender on the beneficial owner’s behalf. If the beneficial owner wishes to tender the original notes itself, the beneficial owner must either make appropriate arrangements to register ownership of the original notes in its name or follow the procedures described in the immediately preceding paragraph. The beneficial owner must make these arrangements or follow these procedures before completing and executing the applicable letter of transmittal and delivering the original notes. The transfer of record ownership may take considerable time.

Book-Entry Transfer. The exchange agent will make a request to establish an account for the original notes at the book-entry transfer facility, The Depository Trust Company, or DTC, for purposes of the exchange offer within two business days after receipt of this prospectus. Subject to the establishment of the account, any financial institution that is a participant in the book-entry transfer facility’s systems may make book-entry delivery of original notes by causing the book-entry transfer facility to transfer the original notes into the exchange agent’s account at the book-entry transfer facility in accordance with the facility’s procedures. However, although delivery of original notes may be effected through book-entry transfer, the applicable letter of transmittal, with any required signature guarantees and any other required documents, must, in any case, be transmitted to and received by the exchange agent at the address set forth below under “—Exchange Agent” on or before the expiration date, or the guaranteed delivery procedures described below must be complied with.

28

The method of delivery of original notes and all other documents is at the election and risk of the holder. If sent by mail, it is recommended that the holder use registered mail, return receipt requested, obtain proper insurance, and make the mailing sufficiently in advance of the expiration date to permit delivery to the exchange agent on or before the expiration date.

Unless an exemption applies under the applicable law and regulations concerning backup withholding of U.S. federal income tax, the exchange agent will be required to withhold 30% of the gross proceeds otherwise payable to a holder in the exchange offer if the holder does not provide the holder^’s taxpayer identification number and certify that the number is correct. Each tendering holder should complete and sign the main signature form and the Substitute Form W-9 included as part of the letter of transmittal, so as to provide the information and certification necessary to avoid backup withholding. This will not be required, however, if an applicable exemption exists and is proved in a manner satisfactory to the issuers and the exchange agent.

Guaranteed Delivery Procedures. If a holder desires to participate in the exchange offer and time will not permit a letter of transmittal or original notes to reach the exchange agent before the expiration date, a tender may be effected if the exchange agent has received at the address set forth below under “—Exchange Agent” on or before the expiration date a letter, telegram or facsimile transmission from an eligible guarantor institution that:

• sets forth the name and address of the tendering holder, the names in which the original notes are registered, the principal amount of original notes to be tendered and, if possible, the certificate numbers of the original notes to be tendered;

• states that the tender is being made thereby; and

• guarantees that within three New York Stock Exchange trading days after the date of execution of the letter, telegram or facsimile transmission by the eligible guarantor institution, the original notes, in proper form for transfer, will be delivered by the eligible guarantor institution together with a properly completed and duly executed letter of transmittal and any other required documents.

Unless original notes being tendered by the above-described method or a timely confirmation of a book-entry transfer are deposited with the exchange agent within the time period described above, accompanied or preceded by a properly completed letter of transmittal and any other required documents, the issuers may reject the tender. Copies of a notice of guaranteed delivery that may be used by eligible guarantor institutions for the purposes described in the preceding paragraph are being delivered with this prospectus and the letters of transmittal.

A tender will be deemed to have been received as of the date when the tendering holder’s properly completed and duly signed letter of transmittal accompanied by the original notes or a timely confirmation of a book-entry transfer is received by the exchange agent. Issuances of exchange notes in exchange for original notes tendered by an eligible guarantor institution as described above will be made only against deposit of the applicable letter of transmittal and any other required documents and the tendered original notes or a timely confirmation of a book-entry transfer.

All questions as to the validity, form, eligibility, including time of receipt, and acceptance for exchange of any tender of original notes will be determined by the issuers. The issuers’ determination will be final and binding. The issuers reserve the absolute right to reject any or all tenders not in proper form or the acceptances for exchange of which may, in the opinion of counsel to the issuers, be unlawful. The issuers also reserve the absolute right to waive any of the conditions of the exchange offer or any defect or irregularities in tenders of any particular holder whether or not similar defects or irregularities are waived in the case of other holders. None of the issuers, the exchange agent or any other person will incur any liability for failure to give notification of any defects or irregularities in tenders. The interpretation of the terms and conditions of the exchange offer of the issuers, including the letters of transmittal and the instructions to the letters of transmittal, will be final and binding.

29

Terms and Conditions of the Letters of Transmittal

Each letter of transmittal contains, among other things, the following terms and conditions, which are part of the exchange offer.

The party tendering original notes for exchange, or the transferor, exchanges, assigns and transfers the original notes to the issuers and the guarantors and irrevocably constitutes and appoints the exchange agent as its agent and attorney-in-fact to cause the original notes to be assigned, transferred and exchanged. The transferor represents and warrants that:

• it has full power and authority to tender, exchange, assign and transfer the original notes and to acquire exchange notes issuable upon the exchange of the tendered original notes; and

• when the same are accepted for exchange, the issuers and the guarantors will acquire good and unencumbered title to the tendered original notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim.

The transferor also warrants that it will, upon request, execute and deliver any additional documents the issuers deem necessary or desirable to complete the exchange, assignment and transfer of tendered original notes. The transferor further agrees that acceptance of any tendered original notes by the issuers and the guarantors and the issuance of exchange notes in exchange shall constitute performance in full by the issuers, Ventas, Inc. and Ventas LLC of their obligations under the registration rights agreement and that the issuers, Ventas, Inc. and Ventas LLC shall have no further obligations or liabilities under the registration rights agreement, except in certain limited circumstances. All authority conferred by the transferor will survive the death or incapacity of the transferor and every obligation of the transferor shall be binding upon the heirs, legal representatives, successors, assigns, executors and administrators of the transferor.

By tendering original notes, the transferor certifies that:

• it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of ours, that it is not a broker-dealer that owns original notes acquired directly from an issuer or guarantor, that it is acquiring the exchange notes offered hereby in the ordinary course of its business and that it has no arrangement or understanding with any person to participate in the distribution of the exchange notes; or

• it is an affiliate (as so defined) of ours, and that it will comply with applicable registration and prospectus delivery requirements of the Securities Act.

Each broker-dealer that receives exchange notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. Each letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act.

Withdrawal Rights

Original notes tendered in the exchange offer may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the exchange agent at its address set forth below under “—Exchange Agent.” Any notice of withdrawal must:

• specify the person named in the applicable letter of transmittal as having tendered original notes to be withdrawn;

• specify the certificate numbers of original notes to be withdrawn;

• specify the principal amount of original notes to be withdrawn, which must be an authorized denomination;

30

• state that the holder is withdrawing its election to have those original notes exchanged;

• state the name of the registered holder of those original notes to be withdrawn; and

• be signed by the holder in the same manner as the original signature on the applicable letter of transmittal, including any required signature guarantees, or be accompanied by evidence satisfactory to the issuers that the person withdrawing the tender has succeeded to the beneficial ownership of the original notes to be withdrawn.

The exchange agent will return the properly withdrawn original notes promptly following receipt of notice of withdrawal. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by the issuers, and this determination will be final and binding on all parties.

Acceptance of Original Notes for Exchange; Delivery of New Notes

Upon the terms and subject to the conditions of the exchange offer, the acceptance for exchange of original notes validly tendered and not withdrawn and the issuance of the exchange notes will be made on the exchange date. For the purposes of the exchange offer, the issuers and the guarantors shall be deemed to have accepted for exchange validly tendered original notes when, as and if the issuers have given written notice of acceptance to the exchange agent.

The exchange agent will act as agent for the tendering holders of original notes for the purposes of receiving exchange notes from the issuers and the guarantors and causing the original notes to be assigned, transferred and exchanged. Upon the terms and subject to the conditions of the exchange offer, delivery of exchange notes to be issued in exchange for accepted original notes will be made by the exchange agent promptly after acceptance of the tendered original notes. Original notes not accepted for exchange will be returned without expense to the tendering holders. Or, in the case of original notes tendered by book-entry transfer, the non-exchanged original notes will be credited to an account maintained with the book-entry transfer facility promptly following the expiration date. If the issuers terminate the exchange offer before the expiration date, these non-exchanged original notes will be credited to the exchange agent’s account promptly after the exchange offer is terminated.

Conditions to the Exchange Offer

Despite any other provision of the exchange offer or any extension of the exchange offer, the issuers will not be required to issue exchange notes for any properly tendered original notes not previously accepted. The issuers may terminate the exchange offer by written notice to the exchange agent and by either a timely public announcement communicated, unless otherwise required by applicable law or regulation, by making a release to the Dow Jones News Service or written notice to the holders of the original notes as promptly as practicable or, at their option, modify or otherwise amend the exchange offer, if:

• the exchange offer violates applicable law or any applicable interpretation of the staff of the Commission;

• an action or proceeding has been instituted or threatened in any court or by any governmental agency that might materially impair the ability of the issuers and the guarantors to proceed with the exchange offer;

• a material adverse development has occurred in any existing action or proceeding with respect to the issuers or any guarantor; or

• all governmental approvals that the issuers deem necessary for the consummation of the exchange offer have not been obtained.

The conditions described above are for the sole benefit of the issuers and the guarantors. The issuers may assert these conditions regarding all or any portion of the exchange offer regardless of the circumstances, including any action or inaction by the issuers, giving rise to the condition. The issuers may waive these

31

conditions in whole or in part at any time or from time to time in their sole discretion. The failure by the issuers at any time to exercise any of the rights described above will not be deemed a waiver of any of those rights, and each right will be deemed an ongoing right which may be asserted at any time or from time to time. In addition, the issuers have reserved the right, despite the satisfaction of each of the conditions described above, to terminate or amend the exchange offer.

Any determination by the issuers concerning the fulfillment or non-fulfillment of any conditions will be final and binding upon all parties.

In addition, the issuers and the guarantors will not accept for exchange any original notes tendered and no exchange notes will be issued in exchange for any original notes, if at that time any stop order is threatened or in effect relating to:

• the registration statement of which this prospectus constitutes a part; or

• the qualification of the indenture under the Trust Indenture Act.

Exchange Agent

U.S. Bank National Association has been appointed as the exchange agent for the exchange offer. Letters of transmittal must be addressed to the exchange agent at its address set forth below.

By Mail, Hand or Courier:

U.S. Bank National Association

Corporate Trust Window

100 Wall Street, Suite 1600

New York, NY 10005

Attention: Donna Haynes

By Facsimile:

(212) 514-6808

Confirm by Telephone:

(212) 361-2511

Delivery to an address other than as set forth in this prospectus, or transmissions of instructions via a facsimile number other than the one set forth herein, will not constitute a valid delivery.

Solicitation of Tenders; Expenses

The issuers and the guarantors have not retained any dealer-manager or similar agent in connection with the exchange offer and will not make any payments to brokers, dealers or others for soliciting acceptances of the exchange offer. However, the issuers will pay the exchange agent reasonable and customary fees for its services and will reimburse it for reasonable out-of-pocket expenses in connection with its services. The issuers will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding tenders for their customers.

Appraisal Rights

Holders of original notes will not have dissenters’ rights or appraisal rights in connection with the exchange offer.

32

United States Federal Income Tax Consequences

See “Material United States Federal Income Tax Considerations” for a discussion of the U.S. federal income tax consequences of participating in the exchange offer.

Other

Participation in the exchange offer is voluntary, and holders should carefully consider whether to accept the terms and conditions of this offer. Holders of the original notes are urged to consult their financial and tax advisors in making their own decisions on what action to take.

As a result of the making of this exchange offer, and upon acceptance for exchange of all validly tendered original notes according to the terms of this exchange offer, the issuers and the guarantors will have fulfilled a covenant contained in the registration rights agreement. Holders of the original notes who do not tender their certificates in the exchange offer will continue to hold those certificates and will be entitled to all the rights, and limitations applicable to the original notes under the indenture, except for any rights under the registration rights agreement which by their terms terminate or cease to have further effect as a result of the making of this exchange offer. See “Description of Exchange Notes.”

All untendered, and tendered but unaccepted, original notes will continue to be subject to the restrictions on transfer provided for in the original notes and the indenture under which the original notes have been issued. In general, the original notes may not be reoffered, resold or otherwise transferred in the United States unless they are registered under the Securities Act, offered or sold pursuant to an exemption from the Securities Act and applicable state securities laws or offered or sold in a transaction not subject to the Securities Act and applicable state securities laws. Except under certain limited circumstances, we do not intend to register the original notes under the Securities Act.

In addition, any holder of original notes who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes may be deemed to have received restricted securities. If so, that holder will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. To the extent that original notes are tendered and accepted in the exchange offer, the trading market, if any, for the original notes could be adversely affected.

The issuers and the guarantors may in the future seek to acquire untendered original notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. The issuers and the guarantors have no present plan to acquire any original notes that are not tendered in the exchange offer.

33

DESCRIPTION OF OTHER INDEBTEDNESS

On a consolidated basis at September 30, 2004, we had approximately $173.5 million outstanding under the 2004 Credit Agreement, $213.3 million outstanding under the CMBS Loan (as defined below), and $366.0 million principal amount of Existing Notes (as defined below) outstanding. At that date, we also had outstanding $100.9 million of other indebtedness, including $91.2 million of mortgage loans that were non-recourse to us.

2004 Credit Agreement

On September 8, 2004, Ventas, Inc., as guarantor, and Ventas Realty, as borrower, entered into the 2004 Credit Agreement. Under the 2004 Credit Agreement, Ventas Realty obtained a $300.0 million senior secured revolving credit facility. Ventas Realty has the option to increase the Total Commitments (as defined in the 2004 Credit Agreement) (in the form of additional revolving loans and/or a term loan), to an amount not to exceed $450.0 million, subject to the satisfaction of certain conditions set forth in the 2004 Credit Agreement.

Borrowings outstanding under the 2004 Credit Agreement bear interest at a fluctuating rate per annum equal to an Applicable Percentage (as defined in the 2004 Credit Agreement) over (i) in the case of Eurodollar rate loans, a one-, two-, three- or six-month Eurodollar Rate (as defined in the 2004 Credit Agreement), at Ventas Realty’s option, or (ii) in the case of base rate loans, the higher of (x) the Federal Funds Rate (as defined in the 2004 Credit Agreement) in effect for the relevant period, plus 50 basis points and (y) the annual rate of interest announced by Bank of America, N.A. as its “prime rate”. The Applicable Percentage is determined by reference to Ventas, Inc.’s Consolidated Leverage Ratio (as defined in the 2004 Credit Agreement) and ranges from 1.05% to 1.75% for Eurodollar rate loans and from 0.00% to 0.50% for base rate loans.

The Consolidated Leverage Ratio is generally the ratio of our consolidated total liabilities to our consolidated gross asset value, as more particularly described in the 2004 Credit Agreement. The Applicable Percentage as of September 8, 2004 was based on a Consolidated Leverage Ratio of >30% but £ 45%.

As of September 30, 2004, Ventas Realty had $173.5 million of outstanding borrowings and $500,000 of outstanding letters of credit under the 2004 Credit Agreement.

The 2004 Credit Agreement matures on September 8, 2007 but may be extended, at Ventas Realty’s option, subject to the satisfaction of certain conditions set forth therein, for an additional period of one year. Loans outstanding under the 2004 Credit Agreement may be repaid from time to time without premium or penalty, other than customary breakage costs, if any, with respect to Eurodollar rate loans. Ventas Realty may permanently reduce or terminate the total committed amount of the revolving credit facility, subject to the conditions set forth in the 2004 Credit Agreement.

The 2004 Credit Agreement imposes various restrictions on Ventas Realty and Ventas, Inc., including restrictions pertaining to: (i) the incurrence of additional indebtedness; (ii) liens; (iii) certain dividends, distributions and other payments; (iv) mergers, sales of assets and other transactions; (v) the maintenance of minimum consolidated adjusted net worth and certain consolidated leverage ratios and consolidated fixed charge coverage ratios; (vi) transactions with affiliates; (vii) permitted business and development activities and uses of loan proceeds; and (viii) changes to material agreements.

The 2004 Credit Agreement contains usual and customary events of default. If a default occurs and is continuing, Ventas Realty may be required to repay all amounts outstanding thereunder.

Ventas, Inc. (and any other owner of mortgaged property securing Ventas Realty’s obligations under the 2004 Credit Agreement from time to time) has guaranteed Ventas Realty’s obligations under the 2004 Credit Agreement. Such obligations are currently secured by liens on certain of Ventas Realty’s real property assets and any related leases, rents and personal property, and, at Ventas Realty’s option, may be secured by certain cash

34

collateral from time to time. Currently, 46 real properties owned or leased by Ventas Realty and leased to Kindred pursuant to that certain Master Lease No. 1 are mortgaged to secure the 2004 Credit Agreement.

The Borrowing Base (as defined in the 2004 Credit Agreement) under the 2004 Credit Agreement is, as determined at any time, an amount equal to the sum of (i) sixty-five percent (65%) of the aggregate appraised property value of the Eligible Properties (as defined in the 2004 Credit Agreement), plus (ii) one hundred percent (100%) of amounts on deposit in certain cash collateral or pledged accounts. The aggregate principal amount of the obligations outstanding under the 2004 Credit Agreement may not at any time exceed the Borrowing Base. Ventas Realty may at any time include additional real estate assets (which must satisfy certain conditions set forth in the 2004 Credit Agreement) in the Borrowing Base to increase its remaining availability, up to the Total Commitments. Subject to the terms and conditions set forth in the 2004 Credit Agreement, Ventas Realty may also obtain a release of various Eligible Properties from the liens and security interests encumbering such properties.

CMBS Transaction

On December 12, 2001, we raised $225.0 million in gross proceeds from the completion of the CMBS Transaction. Under a Loan and Security Agreement, dated as of December 12, 2001 (the “CMBS Loan Agreement”), Ventas Finance obtained a loan (the “CMBS Loan”) in the principal amount of $225.0 million from Merrill Lynch Mortgage Lending, Inc., as lender. The CMBS Loan is comprised of six components:

• a component in the original principal amount of $125.23 million which bears interest at LIBOR plus 0.8665%;

• a component in the original principal amount of $17.97 million which bears interest at LIBOR plus 1.1665%;

• a component in the original principal amount of $8.86 million which bears interest at LIBOR plus 1.5165%;

• a component in the original principal amount of $26.83 million which bears interest at LIBOR plus 1.9665%;

• a component in the original principal amount of $26.83 million which bears interest at LIBOR plus 2.6665%; and

• a component in the original principal amount of $19.28 million which bears interest at LIBOR plus 3.1665%.

As of September 30, 2004, the CMBS Loan bore interest at a nominal weighted average rate of one-month LIBOR plus 1.49%.

Principal of and interest on the CMBS Loan is payable monthly. Principal payments on the CMBS Loan were calculated based upon a 25-year amortization schedule and an assumed interest rate of 9.46% per annum. The CMBS Loan matures on December 9, 2006, at which time a principal balloon payment of approximately $206.4 million will be due, assuming all scheduled amortization payments are made and no prepayments are made on the CMBS Loan. The CMBS Loan may be prepaid in whole or in part at any time and from time to time without penalty or premium.

The CMBS Loan is secured by liens on the 39 skilled nursing facilities transferred by Ventas Realty to Ventas Finance and leased to Kindred under a master lease (the “CMBS Master Lease”) between Kindred and Ventas Finance which relates to all such nursing facilities and any related leases, rents and personal property. Except for certain customary exceptions, the CMBS Loan is non-recourse to Ventas Finance and Ventas, Inc.

Monthly rental amounts under the CMBS Master Lease are deposited directly by Kindred into a central account for the benefit of the CMBS Lender (as defined in the CMBS Loan Agreement). Amounts in the central account are applied to pay the monthly principal and interest payments on the CMBS Loan and to fund certain

35

reserve accounts required under the CMBS Loan Agreement. Amounts remaining in the central account after the payment of the current month’s principal and interest payment and the funding of the reserve accounts are distributed to Ventas Finance, provided no event of default has occurred and is continuing under the CMBS Loan Agreement and provided a Cash Flow Sweep Event (as defined in the CMBS Loan Agreement) has not occurred. The central account is swept on a daily basis.

Existing Notes

On April 17, 2002, Ventas Realty and Ventas Capital completed the offering of 8 ³/4% Senior Notes due 2009 (the “2009 Notes”) in the aggregate principal amount of $175.0 million and 9% Senior Notes due 2012 (the “2012 Notes” and, together with the 2009 Notes, the “Existing Notes”), in the aggregate principal amount of $225.0 million. The 2009 Notes and the 2012 Notes were issued under separate indentures and mature on May 1, 2009 and May 1, 2012, respectively. As of September 30, 2004, there were $174.2 million principal amount of 2009 Notes outstanding and $191.8 million principal amount of 2012 Notes outstanding.

The Existing Notes are unconditionally guaranteed on a senior unsecured basis by Ventas, Inc. and by certain of Ventas, Inc.’s current and future subsidiaries as described in the governing indentures. The Existing Notes are part of the general unsecured obligations of Ventas, Inc. and Ventas Realty, rank equal in right of payment with all existing and future senior unsecured obligations of Ventas, Inc. and Ventas Realty, including the notes offered hereby, and rank senior to all existing and future subordinated indebtedness of Ventas, Inc. and Ventas Realty. However, the Existing Notes are effectively subordinated to all borrowings and other obligations under the 2004 Credit Agreement with respect to Eligible Properties and any future assets securing indebtedness under the 2004 Credit Agreement. In addition, the Existing Notes are structurally subordinated to obligations of our unrestricted subsidiaries and excluded joint ventures (in each case as defined under the respective indentures) with respect to the assets of such entities, including approximately $213.3 million of indebtedness, as of September 30, 2004, relating to the CMBS Transaction that is secured by the CMBS Properties (as defined in the CMBS Loan Agreement). Ventas Realty and Ventas Capital may redeem the Existing Notes, in whole or in part, at any time at a redemption price equal to the principal amount, plus accrued and unpaid interest to the date of redemption and a make-whole premium as described in the indentures governing the Existing Notes.

If Ventas, Inc. experiences certain kinds of changes of control, as described in the indentures governing the Existing Notes, Ventas Realty and Ventas Capital must make an offer to repurchase the Existing Notes, in whole or in part, at a purchase price in cash equal to 101% of the principal amount thereof, plus any accrued and unpaid interest to the date of purchase. However, in the event Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services have confirmed their ratings of the Existing Notes at Ba3 or higher and BB- or higher, respectively, following a change in control and certain other conditions are met as set forth in the indentures governing the Existing Notes, this repurchase obligation will not apply.

The indentures governing the Existing Notes contain covenants that limit the ability of Ventas, Inc. and certain of Ventas, Inc.’s subsidiaries, (collectively, the “restricted group”), to, among other things: (i) incur debt; (ii) incur secured debt; (iii) make certain dividend payments, distributions and investments; (iv) enter into certain transactions, including transactions with affiliates; (v) subject such subsidiaries to restrictions on dividends or other payments to Ventas, Inc.; (vi) merge, consolidate or transfer all or substantially all of the restricted group’s assets; and (vii) sell assets. These covenants are subject to certain exceptions and qualifications as described in the indentures governing the Existing Notes. The restricted group is also required to maintain total unencumbered assets of at least 150% of the restricted group’s unsecured debt. If Ventas, Inc. obtains an investment grade rating from each of Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services certain of these covenants will be suspended while such ratings remain in effect.

36

DESCRIPTION OF EXCHANGE NOTES

You can find the definitions of certain terms used in this description under “—Certain Definitions.” In this description, the word “Partnership” refers only to Ventas Realty, Limited Partnership and not to any of its subsidiaries. The term “Issuers” refers to the Partnership and Ventas Capital, collectively. The terms “we,” “us” and “our” refer to Ventas, Inc. and not to any of its subsidiaries.

As used herein, references to the term “Exchange Notes” mean the Issuers’ new registered 6 ⁵/8% Senior Notes due 2014. As used herein, references to the term “Original Notes” mean all of the Issuers’ outstanding unregistered 6 ⁵/8% Senior Notes due 2014. We refer to the Exchange Notes and the Original Notes collectively as the “Notes.”

The Exchange Notes, like the Original Notes, will be issued under the indenture (the “Indenture”) among the Issuers, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). The Original Notes and the Exchange Notes issued under the Indenture will be considered collectively to be a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended.

The Exchange Notes will be substantially identical to the Original Notes, except that:

• the Exchange Notes will be registered under the Securities Act;

• the Exchange Notes will be freely transferable, other than as described in this prospectus and will not contain any legend restricting their transfer; and

• the Exchange Notes will not contain any provisions regarding payment of liquidated damages.

We will be obligated to pay liquidated damages on the Original Notes in the circumstances described under “The Exchange Offer—Liquidated Damages.” If the exchange offer is completed on the terms and within the time period contemplated by this prospectus, no liquidated damages will be payable.

The following description is a summary of the material provisions of the Indenture. It does not restate the Indenture in its entirety. See “The Exchange Offer” for a summary of the material provisions of the registration rights agreement. We urge you to read the Indenture and the registration rights agreement because they, and not the descriptions in this prospectus, define your rights as holders of the Notes. Certain defined terms used in this description but not defined below under “—Certain Definitions” have the meanings assigned to them in the Indenture.

The registered holder of a Note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indenture.

Brief Description of the Notes and the Guarantees

The Notes

The Notes:

• are general unsecured obligations of the Issuers;

• are equal in right of payment with all other existing and future unsecured senior Debt of the Issuers;

• are senior in right of payment to any future subordinated Debt of the Issuers; and

• are unconditionally guaranteed by the Guarantors.

However, the Notes will be effectively subordinated to all borrowings under the Credit Agreement, with respect to the assets pledged to secure those borrowings. The Credit Agreement is required to be secured by

37

properties with a value equal to at least 1.54x the outstanding borrowings under the Credit Agreement. The Notes will also be structurally subordinated to the indebtedness and other obligations of our Unrestricted Subsidiaries and any Excluded Joint Ventures with respect to the assets of such entities. The Notes are structurally subordinated to approximately $313.8 million of indebtedness secured by the 54 healthcare facilities owned by our Unrestricted Subsidiaries and Excluded Joint Ventures as of September 30, 2004. See “Risk Factors—Risks Relating to the Notes—Because the notes will be structurally subordinated to the obligations of our subsidiaries that are not guarantors, you may not be fully repaid if we become insolvent” and “Risk Factors—Risks Relating to the Notes—Because the notes that you hold are unsecured, you may not be fully repaid if we become insolvent.”

The Guarantees

The Original Notes are, and the Exchange Notes will be, guaranteed by Ventas, Inc. and each of Ventas, Inc.’s current and future Restricted Subsidiaries (other than Excluded Joint Ventures) until certain conditions are met.

Each guarantee of the Notes:

• is a general unsecured obligation of the Guarantor; and

• is equal in right of payment with all other existing and future unsecured senior Debt of that Guarantor.

See “Risk Factors—Risks Relating to the Notes—The guarantees provided by us and our subsidiaries are subject to certain defenses that may limit your right to receive payment on the notes.”

Ventas Capital Corporation

Ventas Capital is a wholly owned subsidiary of the Partnership that was incorporated in Delaware for the purpose of serving as a co-issuer of debt securities, including the Notes, in order to facilitate the offering of such debt securities. The Partnership believes that certain investors may be restricted in their ability to purchase debt securities of partnerships, such as the Partnership, unless such debt securities are jointly issued by a corporation. Ventas Capital does not and will not have any substantial operations, assets or revenues. As a result, holders of the Notes should not expect Ventas Capital to participate in servicing the interest and principal obligations on the Notes. See “—Certain Covenants.”

Unrestricted Subsidiaries and Excluded Joint Ventures

Certain of our subsidiaries were Unrestricted Subsidiaries or Excluded Joint Ventures as of the date of the Indenture.

Principal, Interest and Maturity

The Original Notes were issued in, and the Exchange Notes will be issued up to, the aggregate principal amount of $125.0 million. The Issuers may, without the consent of the holders, increase such principal amount in the future on the same terms and conditions and with the same CUSIP number(s) as the outstanding Notes. Any offering of additional Notes is subject to the covenants of the Indenture described below, including the covenant described under “—Certain Covenants—Limitations on Incurrence of Debt.” The Notes and any additional Notes subsequently issued under the Indenture may be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Issuers will issue Notes in denominations of $1,000 and integral multiples of $1,000.

The Notes will mature on October 15, 2014. The Original Notes bear interest at the rate of 6 ⁵/8% per annum from the date of issuance, or from the immediately preceding interest payment date to which interest has been paid. The Exchange Notes will bear interest from the last interest payment date on which interest was paid on the Original Notes surrendered in exchange therefore or, if no interest has been paid on the Original Notes, from the date of issuance of the Original Notes. Interest is payable semi-annually in arrears on April 15 and October 15 of each year, commencing April 15, 2005, to the persons in whose names the Notes are registered at the close of

38

business on April 1 and October 1, as the case may be, immediately prior to the respective interest payment date. Accrued interest is also payable on the date of maturity or any earlier redemption or repurchase of the Notes. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.

Guarantees

The Original Notes are, and the Exchange Notes will be, guaranteed by Ventas, Inc. and each of Ventas, Inc.’s current and future Restricted Subsidiaries (other than Excluded Joint Ventures). These Guarantees will be joint and several obligations of the Guarantors. The obligations of each Guarantor under its Guarantee will be limited as necessary to prevent that Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors—Risks Relating to the Notes—Federal and state statutes allow courts, under specific circumstances, to void the guarantees and require noteholders to return payments received from the issuers or the guarantors.”

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than any Issuer or another Guarantor, unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) subject to the provisions of the following paragraph, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the Indenture, its Guarantee and the registration rights agreement pursuant to a supplemental indenture satisfactory to the Trustee.

The Guarantee of a Guarantor will be released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of a Guarantor in accordance with the provisions of (1) or (2) below shall not be required to assume the obligations of any such Guarantor:

(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary (other than a Permitted Joint Venture) of Ventas, Inc., if the sale or other disposition complies with the “Asset Sale” provisions of the Indenture;

(2) in connection with any sale of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary (other than a Permitted Joint Venture) of Ventas, Inc., if the sale complies with the “Asset Sale” provisions of the Indenture;

(3) if the Issuers or Ventas, Inc. designate any Restricted Subsidiary that is a Guarantor to be an Excluded Joint Venture or an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture; or

(4) in the event that the Issuers exercise their discharge or full defeasance options as described under “—Discharge, Defeasance and Covenant Defeasance.”

In addition, if on any date following the date of the Indenture:

(1) the Notes are rated both Baa3 or better by Moody’s and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of Ventas, Inc., the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” as that term is used in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by Ventas, Inc. as a replacement agency);

(2) each rating agency specified in clause (1) above provides written notice to the Issuers and the Trustee stating that the release of all of the Guarantees will not cause the rating assigned by such rating agency to decline to below Baa3 or BBB-, as applicable; and

39

(3) no Default or Event of Default shall have occurred and be continuing,

then, beginning on that date, the Guarantors will be released from their obligations under the Guarantees.

Optional Redemption

The Issuers may redeem the Notes at any time prior to October 15, 2009, in whole or from time to time in part, at a redemption price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid interest thereon to the redemption date and (iii) the Make-Whole Amount, if any, with respect to the Notes, upon terms and conditions described in the Indenture. On or after October 15, 2009, the Issuers may redeem all or a part of the Notes, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon to the redemption date, if redeemed during the 12-month period beginning on October 15 of each of the years indicated below:

Year	Percentage
2009	103.313	%
2010	102.208	%
2011	101.104	%
2012 and thereafter	100.000	%

In addition, at any time prior to October 15, 2007, the Issuers may redeem, on any one or more occasions (each, an “Equity Claw-back Redemption”), with all or a portion of the net cash proceeds of one or more Equity Offerings (within 60 days of the consummation of any such Equity Offering), up to 35% of the aggregate principal amount of the Notes at a redemption price equal to 106.625% of the principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to the redemption date. However, in order to redeem the Notes with the net cash proceeds of an Equity Offering, at least 65% of the aggregate principal amount of the Notes originally issued must remain outstanding immediately after each redemption.

After notice of optional redemption has been given as provided in the Indenture, if funds for the redemption of any Notes called for redemption have been made available on the redemption date, Notes called for redemption will cease to bear interest on the date fixed for the redemption specified in the redemption notice and the only right of the holders of the Notes will be to receive payment of the redemption price.

Notice of any optional redemption of any Notes will be given to holders at their addresses, as shown in the Notes register, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the redemption price and the principal amount of the Notes held by the holder to be redeemed.

The Issuers will notify the Trustee at least 45 days prior to the redemption date (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and the redemption date. If less than all the Notes are to be redeemed, the Trustee shall select, pro rata or by lot or by any other method that the Trustee considers fair and appropriate under the circumstances, Notes to be redeemed. Notes may be redeemed in part in the minimum authorized denomination for Notes or in any integral multiple thereof.

Certain Covenants

Changes in Covenants when Notes Rated Investment Grade

(a) Suspension of Certain Covenants: If on any date following the date of the Indenture:

(i) the Notes are rated either Baa3 or better by Moody’s or BBB- or better by S&P (the “Investment Grade Rating”) (or, if either such entity ceases to rate the Notes for reasons outside of the control

40

of Ventas, Inc., the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” as that term is used in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by Ventas, Inc. as a replacement agency); and

(ii) no Default or Event of Default shall have occurred and be continuing,

then, beginning on that date and subject to the provisions of the following paragraph, the covenants specifically listed under the following captions in this prospectus will no longer be applicable to the Notes (subject to reinstatement as described below):

(1) “—Limitations on Incurrence of Debt”;

(2) “—Limitations on Restricted Payments”;

(3) “—Dividend and Other Payment Restrictions Affecting Subsidiaries”;

(4) “—Transactions with Affiliates”;

(5) “—Repurchase of Notes Upon a Change of Control”; and

(6) “—Repurchase of Notes Upon an Asset Sale.”

Notwithstanding the foregoing, if the Investment Grade Rating should subsequently decline to below Baa3 or BBB-, respectively, the foregoing covenants shall be reinstituted as of and from the date of such rating decline. The “—Limitations on Restricted Payments” covenant will be interpreted as if it had been in effect since the date of the Indenture except that no Default will be deemed to have occurred solely by reason of a Restricted Payment made while that covenant was suspended. There can be no assurance that the Notes will ever achieve an investment grade rating or that any such rating will be maintained.

Notwithstanding the foregoing, neither (a) the continued existence following the reinstatement of the foregoing covenants of facts and circumstances or obligations that were incurred or otherwise came into existence while the foregoing covenants were suspended nor (b) the performance of any such obligations, including the consummation of any transaction pursuant to, and on materially the same terms as, a contractual agreement in existence prior to the reinstatement of the foregoing covenants, shall constitute a breach of any such covenants or cause a Default or Event of Default thereunder, provided, however, that (1) Ventas, Inc. and its Restricted Subsidiaries did not incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of the reinstatement of the foregoing covenants and (2) Ventas, Inc. and its Restricted Subsidiaries did not reasonably believe that such incurrence or actions would result in such reinstatement. For purposes of clause (b) above, any increase in the consideration to be paid prior to such amendment or modification to the terms of an existing obligation following the reinstatement of the foregoing covenants that does not exceed 10% of the consideration that was to be paid prior to such amendment or modification shall not be deemed a “material” amendment or modification. For purposes of clauses (1) and (2) above, anticipation and reasonable belief may be determined by Ventas, Inc. and shall be conclusively evidenced by a board resolution to such effect adopted by the Board of Directors of Ventas, Inc. The Board of Directors of Ventas, Inc. in making its determination may, but need not, consult with Moody’s or S&P, as applicable.

(b) Fall-away of Certain Covenants: If on any date following the date of the Indenture:

(i) the Notes are rated both Baa3 or better by Moody’s and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of Ventas, Inc., the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” as that term is used in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by Ventas, Inc. as a replacement agency); and

(ii) no Default or Event of Default shall have occurred and be continuing,

41

then, beginning on that date and subject to the provisions of the following paragraph, the six covenants specifically listed in paragraph (a) above will no longer be applicable to the Notes (subject to reinstatement of the “—Limitation on Incurrence of Debt” covenant as described below).

Notwithstanding the foregoing, if the rating assigned by both rating agencies specified in section (b)(i) above should subsequently decline to below Baa3 and BBB-, respectively, the “—Limitation on Incurrence of Debt” covenant shall be reinstituted as of and from the date of such ratings decline.

Notwithstanding the foregoing, neither (x) the continued existence following the reinstatement of the foregoing covenant of facts and circumstances or obligations that were incurred or otherwise came into existence while the foregoing covenant was suspended nor (y) the performance of any such obligations, including the consummation of any transaction pursuant to, and on materially the same terms as, a contractual agreement in existence prior to the reinstatement of the foregoing covenant, shall constitute a breach of such covenant or cause a Default or Event of Default thereunder, provided, however, that (A) Ventas, Inc. and its Restricted Subsidiaries did not incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of the reinstatement of the foregoing covenant and (B) Ventas, Inc. and its Restricted Subsidiaries did not reasonably believe that such incurrence or actions would result in such reinstatement. For purposes of clause (y) above, any increase in the consideration to be paid prior to such amendment or modification to the terms of an existing obligation following the reinstatement of the foregoing covenant that does not exceed 10% of the consideration that was to be paid prior to such amendment or modification shall not be deemed a “material” amendment or modification. For purposes of clauses (A) and (B) above, anticipation and reasonable belief may be determined by Ventas, Inc. and shall be conclusively evidenced by a board resolution to such effect adopted by the Board of Directors of Ventas, Inc. The Board of Directors of Ventas, Inc. in making its determination may, but need not, consult with Moody’s and S&P.

Limitations on Incurrence of Debt

Ventas, Inc. will not, and will not permit any Restricted Subsidiary to, incur any additional Debt (other than Permitted Debt) if, immediately after giving effect to the incurrence of such additional Debt and the application of the proceeds thereof, the aggregate principal amount of all of Ventas, Inc.’s and its Restricted Subsidiaries’ outstanding Debt on a consolidated basis determined in accordance with GAAP would be greater than 60% of the sum of (without duplication):

(1) the Total Assets of Ventas, Inc. and its Restricted Subsidiaries as of the end of the calendar quarter covered by Ventas, Inc.’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, as of the end of the calendar quarter covered by Ventas, Inc.’s most recent report filed with the Trustee) prior to the incurrence of such additional Debt (the “Measurement Date”); and

(2) the purchase price of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire Real Estate Assets or mortgages receivable or used to reduce Debt), by Ventas, Inc. or any of its Restricted Subsidiaries on a consolidated basis since the Measurement Date (such sum of clauses (1) and (2) being collectively referred to as “Adjusted Total Assets”).

In addition to the above limitations on the incurrence of Debt, Ventas, Inc. will not, and will not permit any Restricted Subsidiary to, incur any Secured Debt (other than Permitted Debt) if, immediately after giving effect to the incurrence of such additional Secured Debt and the application of the proceeds thereof, the aggregate principal amount of all of Ventas, Inc.’s and its Restricted Subsidiaries’ outstanding Secured Debt on a consolidated basis in accordance with GAAP is greater than 40% of Adjusted Total Assets.

In addition to the above limitations on the incurrence of Debt, Ventas, Inc. will not, and will not permit any Restricted Subsidiary to, incur any Debt (other than Permitted Debt) if the ratio of Consolidated Income

42

Available for Debt Service to the Annual Debt Service for the four consecutive fiscal quarters ended on the Measurement Date shall have been less than 2.0x, on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that:

(1) such Debt and any other Debt incurred by Ventas, Inc. and any of its Restricted Subsidiaries on a consolidated basis since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Debt, had occurred at the beginning of such period;

(2) the repayment or retirement of any other Debt by Ventas, Inc. and any of its Restricted Subsidiaries on a consolidated basis since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period);

(3) in the case of Acquired Debt or Debt incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with appropriate pro forma adjustments to, among other things Consolidated Income Available for Debt Service, with respect to such acquisition being included in such pro forma calculation; and

(4) in the case of any acquisition or disposition by Ventas, Inc. or any of its Restricted Subsidiaries on a consolidated basis of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Debt had occurred as of the first day of such period with the appropriate pro forma adjustments with respect to such acquisition or disposition being included in such pro forma calculation.

If the Debt giving rise to the need to make the foregoing calculation or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service, the interest rate on such Debt will be computed on a pro forma basis as if the average interest rate in effect during the entire such four-quarter period had been the applicable rate for the entire such period; provided, however, that for purposes of calculating Annual Debt Service for Debt for which there is a corresponding Hedging Obligation, Annual Debt Service shall be calculated after giving effect to the Hedging Obligation.

Maintenance of Total Unencumbered Assets

Ventas, Inc. and its Restricted Subsidiaries will maintain Total Unencumbered Assets as of the end of each fiscal quarter of not less than 150% of the aggregate outstanding principal amount of Ventas, Inc.’s and its Restricted Subsidiaries’ Unsecured Debt as of the end of each fiscal quarter, all calculated on a consolidated basis in accordance with GAAP.

Limitations on Restricted Payments

Ventas, Inc. will not, and will not permit any Restricted Subsidiary to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of Ventas, Inc.’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Ventas, Inc. or any of its Restricted Subsidiaries) or to the direct or indirect holders of Ventas, Inc.’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable (a) in Equity Interests (other than Disqualified Stock) of Ventas, Inc. or (b) to Ventas, Inc. or any of its Restricted Subsidiaries);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Partnership) any Equity Interests of (a)

43

the Partnership or any direct or indirect parent of the Partnership or (b) any Restricted Subsidiary, including a Permitted Joint Venture (in either case other than Equity Interests owned by Ventas, Inc. or any of its Restricted Subsidiaries);

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Debt, except a payment of interest or principal at the stated maturity thereof; or

(4) make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default shall have occurred and be continuing;

(2) Ventas, Inc. and its Restricted Subsidiaries could incur at least $1.00 of Debt (other than Permitted Debt) under the terms of the Indenture; and

(3) the aggregate sum of all Restricted Payments made after the date of the Indenture, excluding Restricted Payments made pursuant to the following paragraph, shall not exceed the sum of:

(a) 95% of our aggregate cumulative Funds from Operations accrued on a cumulative basis from April 1, 2002;

(b) the aggregate proceeds or values received after April 17, 2002 from the issuance or sale of Ventas, Inc.’s or the Partnership’s Equity Interests (other than Disqualified Stock and Equity Interests sold to a Subsidiary of Ventas, Inc.), net of underwriting discounts, commissions, legal fees and similar offering expenses;

(c) any dividends or other distributions received by Ventas, Inc. or any of its Restricted Subsidiaries after April 17, 2002 from an Unrestricted Subsidiary of Ventas, Inc., to the extent that such dividends were not otherwise included in Earnings From Operations of Ventas, Inc. for such period; and

(d) to the extent that any Unrestricted Subsidiary of Ventas, Inc. is or was redesignated as a Restricted Subsidiary after April 17, 2002, the lesser of (i) the Fair Market Value of Ventas, Inc.’s Investment in such Subsidiary as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary.

Notwithstanding the foregoing, the limitations on Restricted Payments described above shall not apply to the following:

(1) any distribution or other action which is necessary to maintain Ventas Inc.’s status as a REIT under the Code, if the aggregate principal amount of outstanding Debt of Ventas, Inc. and its Restricted Subsidiaries on a consolidated basis determined in accordance with GAAP is less than 60% of Adjusted Total Assets;

(2) any distribution payable in Ventas, Inc.’s Equity Interests (other than Disqualified Stock);

(3) so long as the Partnership is a partnership and no Default or Event of Default has occurred and is continuing under the Indenture, distributions to partners of the Partnership in an amount, with respect to any period after April 1, 2002, not to exceed the Tax Amount for such period;

(4) the redemption, repurchase or other acquisition or retirement of any Equity Interests in exchange for, or out of the net cash proceeds of a substantially concurrent issue and sale of, Capital Stock to any person (other than to a Subsidiary of Ventas, Inc.); provided, however, that such net cash proceeds are excluded from clause 3(b) of the first paragraph of this covenant;

44

(5) any redemption, repurchase or other acquisition or retirement of Subordinated Debt in exchange for, or out of the net cash proceeds of (a) a substantially concurrent issue and sale of, Capital Stock to any person (other than to a Restricted Subsidiary of Ventas, Inc.); provided, however, that any such net cash proceeds are excluded from clause 3(b) of the first paragraph of this covenant and not used under clause (4) of this paragraph or (b) Permitted Refinancing Debt;

(6) repurchases of Capital Stock deemed to occur upon the exercise of stock options if such Capital Stock represents a portion of the exercise price thereof and repurchases of Capital Stock deemed to occur upon the withholding of a portion of the Capital Stock granted or awarded to an employee to pay for the taxes payable by such employee upon such grant or award;

(7) pro rata dividends and other distributions on the Capital Stock of any Restricted Subsidiary by such Restricted Subsidiary to a Person other than Ventas, Inc. or any of its Restricted Subsidiaries;

(8) the redemption, repurchase or other acquisition or retirement of any Capital Stock of Ventas, Inc. or any Restricted Subsidiary from any director, officer or employee of Ventas, Inc. or any Restricted Subsidiary, or from such person’s estate, (a) pursuant to any agreement with such director, officer or employee or (b) upon the death or termination of directorship or employment of such person, in an aggregate amount under this clause (8) not to exceed $1.5 million in any twelve-month period;

(9) the forgiveness of loans to current or former officers or directors of Ventas, Inc. in an aggregate principal amount since the date of the Indenture of up to $10.0 million; and

(10) other Restricted Payments in an aggregate amount not to exceed $75.0 million since the date of the Indenture.

Also, Ventas, Inc. and its Restricted Subsidiaries will not be prohibited from making the payment of any distribution within 60 days of the declaration thereof if at the date of declaration such payment would have complied with the provisions of the immediately preceding paragraph.

Transactions with Affiliates

Ventas, Inc. will not, and will not permit its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of their properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate or 10% Stockholder (each, an “Affiliate Transaction”), unless the Affiliate Transaction is on terms that are no less favorable to Ventas, Inc. or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Ventas, Inc. or such Restricted Subsidiary with an unrelated Person; provided, however, that for an Affiliate Transaction with an aggregate value of $10.0 million or more, at Ventas, Inc.’s option, either:

(1) a majority of the members of the Board of Directors of Ventas, Inc. who have no conflicting financial interest in the Affiliate Transaction shall determine in good faith that such Affiliate Transaction is on terms that are not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Ventas, Inc.; or

(2) the Board of Directors of Ventas, Inc. shall obtain an opinion from a nationally recognized investment banking, appraisal or accounting firm that such Affiliate Transaction is fair to Ventas, Inc. or the applicable Restricted Subsidiary from a financial point of view.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) directors’ fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and

45

incentive arrangements with, and loans and advances to, any officer, director or employee in the ordinary course of business;

(2) performance of all agreements in existence on the date of the Indenture and any modification thereto or any transaction contemplated thereby in any replacement agreement therefor so long as such modification or replacement is not materially more disadvantageous to Ventas, Inc. or any of its Restricted Subsidiaries than the original agreement in effect on the date of the Indenture;

(3) customary transactions in connection with a Qualified CMBS Transaction;

(4) transactions between or among Ventas, Inc. and/or its Restricted Subsidiaries (other than any Permitted Joint Venture);

(5) transactions with a Person (other than a Permitted Joint Venture and its Subsidiaries) that is an Affiliate of Ventas, Inc. or any of its Restricted Subsidiaries solely because Ventas, Inc. or a Restricted Subsidiary owns an Equity Interest in, or controls, such Person;

(6) sales of Equity Interests (other than Disqualified Stock) to Affiliates of Ventas, Inc. or any of its Restricted Subsidiaries; and

(7) Restricted Payments that are permitted by the provisions of the Indenture described above under “—Limitations on Restricted Payments.”

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

Ventas, Inc. will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (other than the Partnership or any Excluded Joint Venture) to:

(1) pay dividends or make any other distributions on their Capital Stock to Ventas, Inc. or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, their profits, or pay any indebtedness owed to Ventas, Inc. or any of its Restricted Subsidiaries;

(2) make loans or advances to Ventas, Inc. or any of its Restricted Subsidiaries; or

(3) transfer any of their properties or assets to Ventas, Inc. or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) agreements governing Existing Debt and Credit Facilities as in effect on the date of the Indenture and any amendments, modifications, restatements, extensions, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided, however, that the amendments, modifications, restatements, extensions, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the Indenture;

(2) the Indenture, the Notes and the Guarantees;

(3) applicable law;

(4) any instrument governing Debt or Capital Stock of a Person acquired by Ventas, Inc. or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided, however, that, in the case of Debt, such Debt was permitted by the terms of the Indenture to be incurred;

46

(5) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices;

(6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (3) of the preceding paragraph;

(7) any agreement for the sale or other disposition of the stock or assets of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition;

(8) Liens securing Debt otherwise permitted to be incurred by the Indenture or negative covenants with respect to Debt permitted to be secured by Liens that limit the right of the debtor to dispose of the assets subject to such Liens or permitted to be subject to such Liens;

(9) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; and

(10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Restrictions on Activities of Ventas Capital Corporation

In addition to the other restrictions set forth in the Indenture, the Indenture provides that Ventas Capital may not hold any material assets, become liable for any material obligations or engage in any significant business activities; provided, however, that Ventas Capital may be a co-obligor with respect to Debt if the Partnership is a primary obligor of such Debt and the net proceeds of such Debt are received by the Partnership or one or more of its Restricted Subsidiaries other than Ventas Capital.

Additional Guarantees

If Ventas, Inc. acquires or creates another Subsidiary after the date of the Indenture, other than an Excluded Joint Venture or a Subsidiary that has properly been designated as an Unrestricted Subsidiary in accordance with the Indenture for so long as it continues to constitute an Excluded Joint Venture or an Unrestricted Subsidiary, then that newly acquired or created Subsidiary will become a Guarantor and execute a supplemental indenture and deliver a customary opinion of counsel satisfactory to the Trustee within ten Business Days of the date on which it was acquired or created.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors of Ventas, Inc. may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Ventas, Inc. and its Restricted Subsidiaries in the Subsidiary properly designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under “—Limitations on Restricted Payments” or Permitted Investments, as determined by Ventas, Inc. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of Ventas, Inc. may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that such designation will be deemed to be an incurrence of Debt by a Restricted Subsidiary of Ventas, Inc. of any outstanding Debt of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Debt is permitted under the covenant described under “—Certain Covenants—Limitations on Incurrence of Debt,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

47

Existence

Except as permitted as described below under “—Merger, Consolidation or Sale,” Ventas, Inc. and its Restricted Subsidiaries will agree to do all things necessary to preserve and keep their existence, rights and franchises; provided, however, that the existence of a Restricted Subsidiary may be terminated if the Board of Directors of Ventas, Inc. determines that it is in the best interests of Ventas, Inc. to do so.

Provisions of Financial Information

Whether or not required by the Commission, so long as any Notes are outstanding, Ventas, Inc. will furnish to the holders of Notes, within the time periods specified in the Commission’s rules and regulations:

(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if Ventas, Inc. were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by Ventas, Inc.’s certified independent accountants; and

(2) all current reports that would be required to be filed with the Commission on Form 8-K if Ventas, Inc. were required to file such reports.

Ventas, Inc. has also agreed that, for so long as any Notes remain outstanding, it will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

The availability of the foregoing materials on the Commission’s website or on Ventas, Inc.’s website shall be deemed to satisfy the foregoing delivery obligations.

In addition, whether or not required by the Commission, Ventas, Inc. will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request.

If Ventas, Inc. has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of Ventas, Inc., as applicable, and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Ventas, Inc.

Merger, Consolidation or Sale

Ventas, Inc. may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Ventas, Inc. is the surviving corporation); or (2) sell, assign, transfer, convey, lease (other than to an unaffiliated operator in the ordinary course of business) or otherwise dispose of all or substantially all of the properties or assets of Ventas, Inc. and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Persons; unless:

(1) either: (a) Ventas, Inc. is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Ventas, Inc.) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

(2) the Person formed by or surviving any such consolidation or merger (if other than Ventas, Inc.) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Ventas, Inc. under the Notes, the Indenture and the registration rights agreement pursuant to agreements reasonably satisfactory to the Trustee;

48

(3) immediately after such transaction, on a pro forma basis giving effect to such transaction or series of transactions (and treating any obligation of Ventas, Inc. or any Restricted Subsidiary incurred in connection with or as a result of such transaction or series of transactions as having been incurred at the time of such transaction), no Default or Event of Default exists; and

(4) Ventas, Inc. or the Person formed by or surviving any such consolidation or merger (if other than Ventas, Inc.), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Debt (other than Permitted Debt) pursuant to the covenant described above under “—Limitations on Incurrence of Debt.”

In addition, in the case of any lease of all or substantially all of its properties or assets (other than to an unaffiliated operator in the ordinary course of business), in one or more related transactions, to any other Person, the terms of the lease must be reasonably acceptable to the Trustee or to the holders of a majority in principal amount of the Notes. This “Merger, Consolidation or Sale” covenant will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among Ventas, Inc. and its Restricted Subsidiaries.

Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, transfer or other disposition of all or substantially all of the properties or assets of Ventas, Inc. in accordance with the foregoing provisions, the successor Person formed by such consolidation or into which Ventas, Inc. is merged or to which such sale, assignment, transfer, conveyance or other disposition is made, shall succeed to, and be substituted for, and may exercise every right and power of, Ventas, Inc. under the Indenture with the same effect as if such successor initially had been named as Ventas, Inc. therein. When a successor assumes all the obligations of its predecessor under the Indenture and the Notes following a consolidation or merger, or any sale, assignment, transfer, conveyance, transfer or other disposition of 90% or more of the assets of the predecessor in accordance with the foregoing provisions, the predecessor shall be released from those obligations.

Repurchase of Notes Upon a Change of Control

If a Change of Control occurs, each holder of Notes will have the right to require the Issuers to purchase some or all (in principal amounts of $1,000 or an integral multiple of $1,000) of such holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), unless, after giving pro forma effect to the Change of Control, (i) Moody’s and S&P shall have confirmed their ratings of the Notes at Ba3 or higher and BB- or higher, respectively, (ii) the ratio of Consolidated Income Available for Debt Service to Annual Debt Service for the four consecutive fiscal quarters ended on the most recent Measurement Date prior to the date of such Change of Control after such Change of Control is at least equal to the ratio of Consolidated Income Available for Debt Service to Annual Debt Service prior to such Change of Control and (iii) the Person formed by or surviving any consolidation or merger (if other than the Partnership) or to which any sale, assignment, transfer, conveyance or other disposition has been made forming the basis of the Change of Control is principally engaged in a Permitted Business.

Any Change of Control Offer will include a cash offer price of 101% of the principal amount of any Notes purchased plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”). If a Change of Control Offer is required, within 10 Business Days following a Change of Control, the Issuers will mail a notice to each holder describing the Change of Control and offering to repurchase Notes on a specified date (the “Change of Control Payment Date”). The Change of Control Payment Date will be no earlier than 30 days and no later than 60 days from the date the notice is mailed.

On the Change of Control Payment Date, the Issuers will, to the extent lawful:

(1) accept for payment all Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;

49

(2) deposit the Change of Control Payment with the paying agent in respect of all Notes so accepted; and

(3) deliver to the Trustee the Notes accepted and an officers’ certificate stating the aggregate principal amount of all Notes purchased by us.

The paying agent will promptly mail to each holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail, or cause to be transferred by book entry, to each holder a new Note in principal amount equal to any unpurchased portion of the Notes surrendered.

The Issuers will comply with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations to the extent those laws and regulations are applicable to any Change of Control Offer. If the provisions of any of the applicable securities laws or securities regulations conflict with the provisions of the covenant described above, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the covenant described above by virtue of that compliance.

A third party, instead of the Issuers, may make the Change of Control Offer in compliance with the requirements set forth in the Indenture and purchase all Notes properly tendered and not withdrawn. In addition, the Issuers will not be obligated to make or consummate a Change of Control Offer if they have irrevocably elected to redeem all of the Notes under provisions described under “—Optional Redemption” and have not defaulted in their redemption obligations. The provisions under the Indenture relating to our obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the holders of a majority in principal amount of the Notes then outstanding.

Some change of control events may constitute a default under the Credit Agreement. Future indebtedness of the Partnership or the Guarantors may contain prohibitions on the events that constitute a Change of Control or may require the indebtedness to be purchased or repaid if a Change of Control occurs. Moreover, the exercise by the holders of their right to require the Issuers to repurchase the Notes could cause a default under such indebtedness, even if the Change of Control itself does not. Finally, the Issuers’ ability to pay cash to the holders of Notes, if required to do so, may be limited by their then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases. See “Risk Factors—Risks Relating to the Notes—If we experience a change in control, we may be unable to purchase the notes you hold as required under the indenture governing the notes.”

Repurchase of Notes Upon an Asset Sale

Ventas, Inc. will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) Ventas, Inc. (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of;

(2) the Fair Market Value is set forth in an officers’ certificate delivered to the Trustee, provided, however that this clause (2) will not apply to sales of assets pursuant to contracts in effect on the date of the Indenture; and

(3) at least 75% of the consideration received in the Asset Sale by Ventas, Inc. or such Restricted Subsidiary is in the form of cash, Cash Equivalents and/or Replacement Assets. For purposes of this provision, each of the following will be deemed to be cash:

(a) any liabilities, as shown on Ventas, Inc.’s or such Restricted Subsidiaries’ most recent balance sheet, of Ventas, Inc. or any such Restricted Subsidiary (other than contingent

50

liabilities and liabilities that are by their terms subordinated to the Notes or any Guarantee) that are assumed by the transferee of any such assets but, except in the case of an Asset Sale to a Restricted Subsidiary of Ventas, Inc., only to the extent of the reduction in the amount of such liabilities on Ventas, Inc.’s consolidated balance sheet;

(b) any securities, Notes or other obligations received by Ventas, Inc. or any such Restricted Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by Ventas, Inc. or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion;

(c) the cash amount drawable by Ventas, Inc. under any irrevocable letter of credit provided to Ventas, Inc. as consideration for such Asset Sale (provided that such amount is drawn before the expiration of such irrevocable letter of credit); and

(d) any other consideration received in Asset Sales since the date of the Indenture that is designated by Ventas, Inc. as “Designated Cash Consideration”; provided, however, that the aggregate Fair Market Value of all Designated Cash Consideration does not exceed 10% of Consolidated Net Tangible Assets.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale or Qualified CMBS Transaction, Ventas, Inc. may apply those Net Proceeds:

(1) to repay Debt and other Obligations under a Credit Facility;

(2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business;

(3) to make a capital expenditure;

(4) to acquire or enter into a legally binding obligation to acquire Replacement Assets;

(5) to acquire other long-term assets that are used or useful in a Permitted Business; or

(6) to repay obligations under the CMBS Transaction.

Pending the final application of any Net Proceeds, Ventas, Inc. may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the Indenture.

Any Net Proceeds from Asset Sales or Qualified CMBS Transactions that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $35.0 million, the Issuers will make an Asset Sale Offer or Qualified CMBS Transaction Offer, as applicable, to all holders of Notes and all holders of other Debt that is pari passu with the Notes containing provisions similar to those set forth in the Indenture (including without limitation the holders of notes outstanding under our other existing indentures) with respect to offers to purchase or redeem with the proceeds of sales of assets or in connection with securitizations to purchase the maximum principal amount of Notes and such other pari passu Debt that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer or Qualified CMBS Transaction Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer or a Qualified CMBS Transaction Offer, the Issuers may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Debt tendered into such Asset Sale Offer or Qualified CMBS Transaction Offer, as applicable, exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other pari passu Debt to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer and Qualified CMBS Transaction Offer, the amount of Excess Proceeds will be reset at zero.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection

51

with each repurchase of Notes pursuant to an Asset Sale Offer or Qualified CMBS Transaction Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale or Qualified CMBS Transaction provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Asset Sale or Qualified CMBS Transaction provisions of the Indenture by virtue of such conflict.

Some Asset Sales and Qualified CMBS Transactions may constitute a default under the Credit Agreement. Future indebtedness of the Partnership or the Guarantors may contain prohibitions on Asset Sales or Qualified CMBS Transactions or may require the indebtedness to be purchased or repaid if an Asset Sale or Qualified CMBS Transaction occurs. Moreover, the exercise by the holders of their right to require the Issuers to repurchase the Notes could cause a default under such indebtedness, even if the Assets Sale or Qualified CMBS Transaction themselves do not. Finally, the Issuers’ ability to pay cash to the holders of Notes, if required to do so, may be limited by their then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases.

Events of Default, Notice and Waiver

The Indenture provides that the term “Event of Default” means any of the following:

(1) Ventas, Inc. or its Restricted Subsidiaries do not pay the principal or any premium on the Notes when due and payable;

(2) Ventas, Inc. or its Restricted Subsidiaries do not pay interest on the Notes within 30 days after the applicable due date;

(3) Ventas, Inc. or its Restricted Subsidiaries fail to make or consummate a Change of Control Offer following a Change of Control when required as described under “—Repurchase of Notes Upon a Change of Control”;

(4) Ventas, Inc. or its Restricted Subsidiaries remain in breach of any other term of the Indenture for 60 days after they receive a notice of Default stating they are in breach. Either the Trustee or the holders of more than 25% in principal amount of the then outstanding Notes may send the notice;

(5) final judgments aggregating in excess of $50.0 million (exclusive of amounts covered by insurance) are entered against Ventas, Inc. and its Restricted Subsidiaries and are not paid, discharged or stayed for a period of 60 days;

(6) Ventas, Inc. or its Restricted Subsidiaries default under any of their indebtedness in an aggregate principal amount exceeding $50.0 million after the expiration of any applicable grace period, which default results in the acceleration of the maturity of such indebtedness. Such default is not an Event of Default if the other indebtedness is discharged, or the acceleration is rescinded or annulled, within a period of ten days after Ventas, Inc. or its Restricted Subsidiaries receives notice specifying the default and requiring that they discharge the other indebtedness or cause the acceleration to be rescinded or annulled. Either the Trustee or the holders of more than 25% in principal amount of the then outstanding Notes may send the notice; or

(7) Ventas, Inc. or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary files for bankruptcy or certain other events in bankruptcy, insolvency or reorganization occur.

Remedies if an Event of Default Occurs

If an Event of Default has occurred and has not been cured, either the Trustee or the holders of at least 25% in principal amount of the then outstanding Notes may declare the entire principal amount of the Notes to be due and immediately payable by written notice to the Partnership, Ventas, Inc. and the Trustee. If an Event of Default

52

occurs because of certain events in bankruptcy, insolvency or reorganization, the principal amount of all the Notes will be automatically accelerated, without any action by the Trustee or any holder. At any time after the Trustee or the holders have accelerated the Notes, but before a judgment or decree for payment of the money due has been obtained, the holders of at least a majority in principal amount of the Notes may, under certain circumstances, rescind and annul such acceleration.

The Trustee will be required to give notice to the holders of Notes within 90 days after a Default under the Indenture unless the Default has been cured or waived. The Trustee may withhold notice to the holders of the Notes of any Default, except a Default in the payment of the principal of or interest on the Notes, if specified responsible officers of the Trustee in good faith determine that withholding the notice is in the interest of the holders.

Except in cases of Default, where the Trustee has some special duties, the Trustee is not required to take any action under the Indenture at the request of any holders unless the holders offer the Trustee reasonable protection from expenses and liability. We refer to this as an “indemnity.” If reasonable indemnity is provided, the holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the Trustee. These majority holders may also direct the Trustee in performing any other action under the Indenture, subject to certain limitations.

Before you bypass the Trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the Notes, the following must occur:

(1) you must give the Trustee written notice that an Event of Default has occurred and remains uncured;

(2) the holders of at least a majority in principal amount of all outstanding Notes must make a written request that the Trustee take action because of the Default, and must offer reasonable indemnity to the Trustee against the cost and other liabilities of taking that action;

(3) the Trustee must have not taken action for 60 days after receipt of the notice and offer of indemnity; and

(4) the holders of at least a majority in principal amount of all outstanding Notes must have not given the Trustee a direction inconsistent with such request within such 60-day period.

However, you are entitled at any time to bring a lawsuit for the payment of money due on any Note after its due date.

Within 120 days after the end of each fiscal year, Ventas, Inc. will furnish to the Trustee a written statement by certain of Ventas, Inc.’s officers certifying that to their knowledge Ventas, Inc. and its Restricted Subsidiaries are in compliance with the Indenture and the Notes, or else specifying any Default.

No Liability for Certain Persons

No director, officer, employee or stockholder of Ventas, Inc. or any of its Subsidiaries, as such, will have any liability for any obligations of Ventas, Inc. or any of its Subsidiaries under the Notes or the Indenture based on, in respect of, or by reason of such obligations or their creation. Each holder by accepting a Note waives and releases all such liability. The foregoing waiver and release are an integral part of the consideration or the issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws.

Modification of the Indenture

Except as provided in the next two succeeding paragraphs, the Indenture or the Notes may be amended or supplemented with the written consent of the holders of at least a majority in principal amount of the then-

53

outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) and any existing Default, Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

Without the consent of each holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting holder):

(1) reduce the principal amount of Notes whose holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than provisions relating to the covenants described above under “—Repurchase of Notes Upon a Change of Control” and “—Repurchase of Notes Upon an Asset Sale”);

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Liquidated Damages, if any, on the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the then-outstanding Notes and a waiver of the payment Default that resulted from such acceleration);

(5) make any Note payable in money other than that stated in the Notes;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on the Notes;

(7) waive a redemption payment with respect to any Note (other than provisions relating to the covenants described above under “—Repurchase of Notes Upon a Change of Control” and “—Repurchase of Notes Upon an Asset Sale”);

(8) release any Guarantor from any of its obligations under its Guarantee or the Indenture, except in accordance with the terms of the Indenture; or

(9) make any change in the amendment and waiver provisions set forth in clauses (1) through (8).

Notwithstanding the preceding paragraph, without the consent of any holder of Notes, the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to provide for the assumption of the Issuers’ obligations to holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ assets;

(4) to add additional Guarantees with respect to the Notes;

(5) to secure the Notes;

(6) to make any other change that would provide any additional rights or benefits to the holders of Notes or that does not adversely affect the legal rights under the Indenture of any such holder; or

(7) to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act.

Any such consent need only approve the substance, rather than the particular form, of the proposed amendment.

54

Notes are not considered outstanding, and therefore the holders thereof are not eligible to vote, if we have deposited or set aside in trust for the holders money for their payment or redemption or if we or one of our affiliates own them. The holders of Notes are also not eligible to vote if they have been fully defeased as described below under “—Discharge, Defeasance and Covenant Defeasance—Full Defeasance.”

Sinking Fund

The Notes are not entitled to any sinking fund payments.

The Trustee; Registrar and Paying Agent

U.S. Bank National Association is the Trustee under the Indenture. The Issuers have initially designated the Trustee as the registrar and paying agent for the Notes. Payments of interest and principal will be made, and the Notes will be transferable, at the office of the paying agent, or at such other place or places as may be designated pursuant to the Indenture. For Notes that we issue in book-entry form represented by a global security, payments will be made to a nominee of the depository. The Trustee is also the trustee under each of the indentures relating to the Existing Notes.

Discharge, Defeasance and Covenant Defeasance

Discharge

The Issuers may discharge all of their obligations to the holders of Notes (other than the right to register transfers and exchanges) that either have become due and payable or will become due and payable within one year, or scheduled for redemption within one year, by irrevocably depositing with the Trustee, in trust, cash in U.S. dollars, non-callable U.S. government agency notes or bonds or a combination thereof, in such amounts as will be sufficient to pay the Notes, including any premium, Liquidated Damages and interest payable thereon.

Full Defeasance

The Issuers can, under particular circumstances, effect a full defeasance of the Notes. This means the Issuers can legally release themselves and the Guarantors from any payment or other obligations on the Notes if, among other things, the Issuers put in place the arrangements described below to repay the holders of the Notes and deliver certain certificates and legal opinions to the Trustee:

(1) the Issuers must irrevocably deposit in trust for the benefit of all direct holders of the Notes money or U.S. government or U.S. government agency notes or bonds (or, in some circumstances, depositary receipts representing these notes or bonds), or any combination thereof, that will generate enough cash to make interest, principal and any other payments on the Notes on their due dates;

(2) the current U.S. federal tax law must be changed or an IRS ruling must be issued permitting the above deposit without causing holders of the Notes to be taxed on the Notes any differently than if the Issuers did not make the deposit and just repaid the Notes themselves. Under current federal income tax law, the deposit and the Issuers’ legal release from the Notes would be treated as though the Issuers took back the Notes and gave each holder of the Notes such holder’s share of the cash and notes or bonds deposited in trust. In that event, the holders of the Notes could recognize gain or loss on the Notes such holder gives back to the Issuers; and

(3) the Issuers must deliver to the Trustee a legal opinion confirming the tax law change or IRS ruling described above.

55

If the Issuers did accomplish full defeasance, the holders of the Notes would have to rely solely on the trust deposit for repayment on the Notes. The holders of the Notes could not look to the Issuers or the Guarantors for repayment in the unlikely event of any shortfall. Conversely, the trust deposit would most likely be protected from claims of the Issuers’ lenders and other creditors if the Issuers ever became bankrupt or insolvent.

Covenant Defeasance

Under current U.S. federal income tax law, the Issuers can make the same type of deposit described above and be released from some of the restrictive covenants in the Indenture and the Notes. This is called “covenant defeasance.” In that event, the holders of the Notes would lose the protection of those restrictive covenants but would gain the protection of having money and securities set aside in trust to repay the Notes.

If the Issuers accomplish covenant defeasance, the following provisions of the Indenture and the Notes would no longer apply:

(1) any covenants applicable to the Notes and described in this prospectus; and

(2) certain Events of Default relating to breach of covenants, material unsatisfied judgments and acceleration of the maturity of other debt set forth in this prospectus.

If the Issuers accomplish covenant defeasance, the holders of the Notes can still look to the Issuers for repayment of the Notes if a shortfall in the trust deposit occurred. If one of the remaining Events of Default occurs, for example, the Issuers’ bankruptcy, and the Notes become immediately due and payable, there may be a shortfall. Depending on the event causing the Default, the holders of the Notes may not be able to obtain payment of the shortfall.

The Issuers may exercise their full defeasance option notwithstanding any prior exercise of their covenant defeasance option.

Book-Entry System and Form of Notes

The Original Notes were, and the Exchange Notes will be, issued in the form of one or more fully registered global notes without coupons that will be deposited with The Depository Trust Company, New York, New York, or DTC, and registered in the name of its nominee, Cede & Co. This means that we will not issue certificates to each owner of Notes. The global notes will be issued to DTC, which will keep a computerized record of its participants (for example, your broker) whose clients have purchased the Notes. The participant will then keep a record of its clients who purchased the Notes. Unless it is exchanged in whole or in part for a certificated note, a global note may not be transferred, except that DTC, its nominees, and their successors may transfer a global note as a whole to one another.

DTC has provided us with the following information: DTC is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the United States Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code and a clearing agency registered under the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants (“Direct Participants”) deposit with DTC. DTC also records the settlement among Direct Participants of securities transactions, such as transfers and pledges, in deposited securities through computerized records for Direct Participants’ accounts. This eliminates the need to exchange certificates. Direct Participants include securities brokers and dealers (including the initial purchasers of the Original Notes), banks, trust companies, clearing corporations and certain other organizations.

DTC’s book-entry system is also used by other organizations such as securities brokers and dealers, banks and trust companies that work through a Direct Participant. The rules that apply to DTC and its Direct Participants are on file with the Commission.

56

DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc.

We expect that, pursuant to procedures established by DTC, ownership of beneficial interests in the Notes evidenced by a global note will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to beneficial interests of Direct Participants) and records of Direct Participants (with respect to beneficial interests of persons who hold through Direct Participants). Neither we nor the Trustee will have any responsibility or liability for any aspect of the records of DTC or for maintaining, supervising or reviewing any records of DTC or any of its Direct Participants relating to beneficial ownership interests in the Notes. The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and laws may impair your ability to own, pledge or transfer beneficial interests in the global note.

So long as DTC or its nominee is the registered owner of a global note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such global note for all purposes under the Indenture. Except as described below, as an owner of a beneficial interest in Notes evidenced by a global note you will not be entitled to have any of the individual Notes represented by such global note registered in your name, you will not receive or be entitled to receive physical delivery of any such Notes in definitive form and you will not be considered the owner or holder thereof under the Indenture for any purpose, including with respect to the giving of any direction, instructions or approvals to the Trustee thereunder. Accordingly, you must rely on the procedures of DTC and, if you are not a Direct Participant, on the procedures of the Direct Participant through which you own your interest, to exercise any rights of a holder under the Indenture. We understand that, under existing industry practice, if we request any action of holders or if an owner of a beneficial interest in a global note desires to give or take any action which a holder is entitled to give or take under the Indenture, DTC would authorize the Direct Participants holding the relevant beneficial interest to give or take such action, and such Direct Participants would authorize beneficial owners through such Direct Participants to give or take such actions or would otherwise act upon the instructions of beneficial owners holding through them.

Payments of principal of, any premium, if any, and any interest or additional amount on, individual Notes represented by a global note registered in the name of the holder of the global note or its nominee will be made by the Trustee to or at the direction of the holder of the global note or its nominee, as the case may be, as the registered owner of the global note under the Indenture. Under the terms of the Indenture, we and the Trustee may treat the persons in whose name Notes, including a global note, are registered as the owners thereof for the purpose of receiving such payments. Consequently, neither we nor the Trustee have or will have any responsibility or liability for the payment of such amounts to beneficial owners of Notes (including principal, premium, if any, and interest or additional amounts payable thereon).

We believe, however, that it is currently the policy of DTC to immediately credit the accounts of relevant Direct Participants with such payments in amounts proportionate to their respective holdings of beneficial interests in the relevant security as shown on the records of DTC. Payments by Direct Participants to the beneficial owners of Notes will be governed by standing instructions and customary practice and will be the responsibility of DTC’s Direct Participants. Redemption notices with respect to any Notes will be sent to the holder of the global note (i.e., DTC, its nominee or any subsequent holder). If less than all of the Notes are to be redeemed, we expect the holder of the global note or global notes to determine the amount of interest of each Direct Participant in the Notes to be redeemed by lot. Neither we, the Trustee, any paying agent nor the security registrar for the Notes will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any global note.

Neither we nor the Trustee will be liable for any delay by the holder of a global note or DTC in identifying the beneficial owners of Notes and we and the Trustee may conclusively rely on, and will be protected in relying on, instructions from the holder of a global note or DTC for all purposes.

57

The Notes, which are represented by the global note or global notes, will be exchangeable for certificated Notes with the same terms in authorized denominations only if:

• DTC notifies us that it is unwilling or unable to continue as depository or if DTC ceases to be a clearing agency registered under applicable law and a successor depository is not appointed by us within 90 days; or

• we determine not to require all of the Notes to be represented by a global note and notify the Trustee of our decision, in which case we will issue individual Notes in denominations of $1,000 and integral multiples thereof.

Same Day Settlement and Payment

We will make all payments of principal and interest in respect of the Notes in immediately available funds. The Notes will trade in DTC’s Same-Day Funds Settlement System until maturity or until the Notes are issued in certificated form, and secondary market trading activity in the Notes will therefore be required by DTC to settle in immediately available funds. We expect that secondary trading in the certificated securities, if any, will also be settled in immediately available funds. No assurance can be given as to the effect, if any, of settlement in immediately available funds on trading activity in the Notes.

Governing Law

The Indenture provides that it and the Notes are governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

Certain Definitions

“Acquired Debt” means Debt of a Person (1) existing at the time such Person becomes a Subsidiary or (2) assumed in connection with the acquisition of assets from such Person, in each case, other than Debt incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired Debt is deemed to be incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary.

“Adjusted Book Value” means, as of any date (a) with respect to any (i) Real Estate Asset that was owned as of April 17, 2002 and continued to be owned as of such date of determination by Ventas, Inc. or any of its Restricted Subsidiaries and (ii) Reacquired Qualified CMBS Real Estate Assets, in each case, (1) the Real Estate Revenues specified for such Real Estate Asset on a schedule attached to the Indenture, divided by 0.0925, plus (2) any annualized incremental rental revenue generated by such Real Estate Asset as a result of, arising out of or in connection with the Kindred Reset Right of the Partnership with respect to such Real Estate Asset (whether by agreement or exercise of such right or otherwise), divided by 0.0925, (b) with respect to any Real Estate Assets acquired after April 17, 2002 that are owned by Ventas, Inc. or any of its Restricted Subsidiaries as of such date of determination (other than Reacquired Qualified CMBS Real Estate Assets), the cost (original cost plus capital improvements, before depreciation and amortization) of such Real Estate Asset and (c) with respect to all other assets as of any date of determination, the book value of such asset as of such date, in each case on a consolidated basis determined in accordance with GAAP. For the purpose of clause (2) of this definition, “annualized incremental rental revenue” in respect of a Real Estate Asset shall mean the increase in daily rental revenue generated by such Real Estate Asset as a result of, arising out of or in connection with the Kindred Reset Right (whether by agreement or exercise of such right or otherwise) over the daily rental revenue generated by such Real Estate Asset immediately prior to the effective date of such increase, annualized by multiplying such daily increase by 365.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings. No Person (other than Ventas, Inc. or any of its Restricted

58

Subsidiaries) in whom a Special Purpose Entity makes an Investment in connection with a Qualified CMBS Transaction will be deemed to be an Affiliate of Ventas, Inc. or any of its Restricted Subsidiaries solely by reason of such Investment.

“Annual Debt Service” as of any date means the amount which was expensed in the four consecutive fiscal quarters ending on the most recent Measurement Date for interest on Debt of Ventas, Inc. and its Restricted Subsidiaries excluding (1) amortization of debt discount and deferred financing cost, (2) all gains and losses associated with the unwinding or break-funding of interest rate swap agreements, (3) the impact of that certain interest rate cap agreement between the Partnership and Bank of America, N.A., dated December 11, 2001, (4) the write-off of unamortized deferred financing fees, (5) prepayment fees, premiums and penalties and (6) non-cash swap ineffectiveness charges.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition by Ventas, Inc. or any of its Restricted Subsidiaries of any assets, other than leases of Real Estates Assets and sales of products and services, in each case, in the ordinary course of business consistent with past practices; provided, however, that the sale, conveyance or other disposition of all or substantially all of the assets of Ventas, Inc. or any of its Restricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under “—Repurchase of Notes Upon a Change of Control” and/or the provisions described above under “—Certain Covenants—Merger, Consolidation or Sale” and not by the provisions of the Indenture described above under “—Repurchase of Notes Upon an Asset Sale”; and

(2) the issuance of Equity Interests by any of Ventas, Inc.’s Restricted Subsidiaries or the sale of Equity Interests in any of Ventas, Inc.’s Restricted Subsidiaries.

Notwithstanding the preceding sentence, the following items will not be deemed to be Asset Sales:

(1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $10.0 million;

(2) a transfer of assets between or among Ventas, Inc. or any of its Restricted Subsidiaries (other than any Permitted Joint Ventures);

(3) an issuance of Equity Interests by a Restricted Subsidiary to Ventas, Inc. or to another Restricted Subsidiary;

(4) the sale, lease or other disposition of equipment, inventory, accounts receivable or other assets in the ordinary course of business;

(5) the sale or other disposition of cash or Cash Equivalents;

(6) a Restricted Payment that is permitted by the covenant described above under “—Certain Covenants—Limitations on Restricted Payments” or any Permitted Investment;

(7) any Asset Swap;

(8) any issuance of Equity Interests (other than Disqualified Stock) by the Partnership in order to acquire assets used or useful in a Permitted Business; and

(9) any sale, transfer, conveyance or other disposition of assets of the type specified in the definition of “Qualified CMBS Transaction” to an Unrestricted Subsidiary for the Fair Market Value thereof, including cash received at the time of such sale, transfer, conveyance or disposition in an amount at least equal to 65% of the Adjusted Book Value thereof as determined in accordance with GAAP.

59

“Asset Swap” means an exchange by Ventas, Inc. or any of its Restricted Subsidiaries of property or assets for property or assets of another Person; provided, however that (i) Ventas, Inc. or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such exchange at least equal to the Fair Market Value of the assets or other property sold, issued or otherwise disposed of (as evidenced by a resolution of Ventas, Inc.’s or such Restricted Subsidiaries’ Board of Directors set forth in an officers’ certificate delivered to the Trustee), and (ii) at least 75% of the consideration for such exchange constitutes assets or other property of a kind usable by Ventas, Inc. or any of its Restricted Subsidiaries in a Permitted Business; provided, however that any consideration not constituting assets or property of a kind usable by Ventas, Inc. or any of its Restricted Subsidiaries in a Permitted Business received by Ventas, Inc. or any of its Restricted Subsidiaries in connection with any exchange permitted to be consummated under “—Repurchase of Notes Upon an Asset Sale” shall constitute Net Proceeds subject to the provisions under “—Repurchase of Notes Upon an Asset Sale.”

“Board of Directors” means:

(1) with respect to a corporation, the Board of Directors of the corporation;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and

(3) with respect to any other Person, the board or committee of such Person serving a similar function.

“Business Day” means any day other than a Saturday or Sunday or a day on which banking institutions in The City of New York are required or authorized to close.

“Capital Stock” means, with respect to any entity, any capital stock (including preferred stock), shares, interests, participation or other ownership interests (however designated) of such entity and any rights (other than debt securities convertible into or exchangeable for capital stock), warrants or options to purchase any thereof; provided, however, that leases of real property that provide for contingent rent based on the financial performance of the tenant shall not be deemed to be Capital Stock.

“Capitalized Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

“Cash Equivalents” means demand deposits, certificates of deposit or repurchase agreements with banks or financial institutions, marketable obligations of the United States of America or any of its agencies or instrumentalities, or any commercial paper or other obligation rated, at time of purchase, “P-2” or better by Moody’s or “A-2” or better by S&P and repurchase obligations with a term of not more than ten days for underlying securities supported by the full faith and credit of the United States, and money market funds substantially all of whose investments constitute Cash Equivalents.

“Change of Control” means (i) such time as any “person” or “group” (as such terms are defined in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the total voting power of the Voting Stock of Ventas, Inc. on a fully diluted basis; provided, however, that a person shall not be deemed to be the beneficial owner of securities subject to a merger, stock purchase, subscription or other agreement, if the acquisition of such securities is subject to conditions outside of such person’s control, until such acquisition actually occurs; (ii) the first day on which the Partnership ceases to be a Restricted Subsidiary of Ventas, Inc. or (iii) the first day on which the Partnership fails to own 100% of the issued and outstanding Equity Interests of Ventas Capital Corporation.

“CMBS Transaction” means that certain commercial mortgage backed securities transaction sponsored by Ventas, Inc. and evidenced by the CMBS Transaction Documents.

60

“CMBS Transaction Documents” means, collectively, (a) that certain Loan and Security Agreement, dated as of December 12, 2001, between Ventas Finance I, LLC, as borrower, and Merrill Lynch Mortgage Lending, Inc., as lender, and (b) all agreements, certificates and other instruments executed in connection therewith, each as may be supplemented and amended from time to time.

“Code” means the Internal Revenue Code of 1986, as amended.

“Consolidated Income Available for Debt Service” for any period means Earnings from Operations of Ventas, Inc. and its Restricted Subsidiaries plus amounts which have been deducted, and minus amounts which have been added, for the following (without duplication): (1) total interest expense of Ventas, Inc. and its Restricted Subsidiaries for such period, including interest or distributions on Debt of Ventas, Inc. and its Restricted Subsidiaries, (2) provision for taxes based on income or profits or the Tax Amount of Ventas, Inc. and its Restricted Subsidiaries for such period, to the extent that such provision for taxes or Tax Amount was included in computing such Consolidated Income Available for Debt Service, (3) amortization of debt discount and deferred financing costs, (4) provisions for gains and losses on properties, (5) depreciation and amortization (excluding amortization of prepaid cash expenses that were paid in a prior period), (6) the effect of any non-cash charge resulting from a change in accounting principles in determining Earnings from Operations for such period, (7) amortization of deferred charges, and (8) the aggregate amount of all non-cash expenses (excluding any such non-cash expenses to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period), determined on a consolidated basis, to the extent such items increased or decreased Earnings from Operations for such period.

“Consolidated Net Tangible Assets” means, as of any date, all tangible assets of Ventas, Inc. and its Restricted Subsidiaries on a consolidated basis determined in accordance with GAAP and classified as such on the consolidated balance sheet of Ventas, Inc. and its Restricted Subsidiaries.

“Credit Agreement” means that certain Third Amended and Restated Credit, Security and Guaranty Agreement, dated as of September 8, 2004, by and among the Partnership, Ventas, Inc., Bank of America, N.A., as Administrative Agent and Issuing Bank, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC, as Co-Syndication Agents, and Calyon New York Branch, JP Morgan Chase Bank and Citicorp North America, Inc., as Co-Documentation Agents, and the lenders party thereto providing for up to $300.0 million of revolving credit borrowings, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, renewed, extended, increased, refunded, replaced or refinanced from time to time (whether or not with the original agents or lenders and whether or not contemplated under the original agreement relating thereto).

“Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, extended, increased, refunded, replaced or refinanced in whole or in part from time to time (whether or not with the original agents or lenders and whether or not contemplated under the original agreement relating thereto).

“Debt” of Ventas, Inc. or any of its Restricted Subsidiaries means, without duplication, any indebtedness of Ventas, Inc. or any Restricted Subsidiary, whether or not contingent, in respect of:

(1) borrowed money or evidenced by bonds, notes, debentures or similar instruments;

(2) indebtedness for borrowed money secured by any encumbrance existing on property owned by Ventas, Inc. or its Restricted Subsidiaries, to the extent of the lesser of (x) the amount of indebtedness so secured or (y) the Fair Market Value of the property subject to such encumbrance;

61

(3) the reimbursement obligations in connection with any letters of credit actually drawn or amounts representing the balance deferred and unpaid of the purchase price of any property or services, except any such balance that constitutes an accrued expense, trade payable, conditional sale obligations or obligations under any title retention agreement;

(4) the principal amount of all obligations of Ventas, Inc. and its Restricted Subsidiaries with respect to redemption, repayment or other repurchase of any Disqualified Stock;

(5) any lease of property by Ventas, Inc. or any of its Restricted Subsidiaries as lessee which is reflected on Ventas, Inc.’s or such Restricted Subsidiaries’ consolidated balance sheet as a Capitalized Lease Obligation,

to the extent, in the case of items of indebtedness under clauses (1) through (5) above, that any such items would appear as a liability on Ventas, Inc.’s or such Restricted Subsidiaries’ consolidated balance sheet in accordance with GAAP; or

(6) the liquidation preference of any Disqualified Stock of Ventas, Inc. or of any shares of preferred stock of any of its Restricted Subsidiaries.

Debt also includes, to the extent not otherwise included, any obligation by Ventas, Inc. and its Restricted Subsidiaries to be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes of collection in the ordinary course of business), Debt of another Person (other than Ventas, Inc. or any of its Restricted Subsidiaries); it being understood that Debt shall be deemed to be incurred by Ventas, Inc. or any of its Restricted Subsidiaries whenever Ventas, Inc. or such Restricted Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof; provided, however that a Person shall not be deemed to have incurred Debt (or be liable with respect to such Debt) by virtue of Standard Securitization Undertakings.

Debt shall not include (a) Debt arising from agreements of Ventas, Inc. or any Restricted Subsidiary providing for indemnification, adjustment or holdback of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary, other than guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition or (b) contingent obligations under performance bonds, performance guarantees, surety bonds, appeal bonds or similar obligations incurred in the ordinary course of business and consistent with past practices. In the case of Debt as of any date issued with original issue discount, the amount of such Debt shall be the accreted value thereof as of such date.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Default Payment Date” means, with respect to the Notes, each Interest Payment Date.

“Disqualified Stock” means, with respect to any entity, any Capital Stock of such entity which by the terms of such Capital Stock (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event or otherwise (other than pursuant to a change of control provision not materially more favorable to the holder thereof than as described under “—Repurchase of Notes Upon a Change of Control”), (1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than Capital Stock which is redeemable solely in exchange for Capital Stock which is not Disqualified Stock or for Subordinated Debt), (2) is convertible into or exchangeable or exercisable for Debt, other than Subordinated Debt or Disqualified Stock, or (3) is redeemable at the option of the holder thereof, in whole or in part (other than Capital Stock which is redeemable solely in exchange for Capital Stock which is not Disqualified Stock or for Subordinated Debt), in each case on or prior to the stated maturity of the Notes.

“Earnings from Operations” for any period means the consolidated net income of Ventas, Inc. and its Restricted Subsidiaries without reduction for any minority interests, excluding gains and losses on sales of

62

investments, extraordinary items (including, in any event, losses on extinguishment of debt), distributions on equity securities, property valuation losses, and the net income of any Person, other than a Restricted Subsidiary of Ventas, Inc. (except to the extent of cash dividends or distributions paid to Ventas, Inc. or any Restricted Subsidiary) as reflected in the financial statements of Ventas, Inc. and its Restricted Subsidiaries for such period, on a consolidated basis determined in accordance with GAAP, and excluding the cumulative effect of changes in accounting principles.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any underwritten public offering of Capital Stock of Ventas, Inc., the proceeds of which, in an amount equal to or exceeding the amount of any Equity Claw-back Redemption, are contributed to the Partnership as a capital contribution.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Joint Venture” means any Permitted Joint Venture created or acquired after April 17, 2002; provided, however, that the only Investments made by Ventas, Inc. and its Restricted Subsidiaries in such Permitted Joint Venture are made pursuant to clauses (10) or (11) of the definition of Permitted Investments or are Restricted Payments permitted by the covenant described above under “—Certain Covenants—Limitation on Restricted Payments.”

“Existing Debt” means Debt of Ventas, Inc. and its Restricted Subsidiaries (other than Debt under the Credit Agreement) in existence on the date of the Indenture, until such amounts are repaid.

“Fair Market Value” means, with respect to any asset, the price (after taking into account any liabilities relating to such assets) which could be negotiated in an arm’s-length free market transaction between a willing seller and a willing buyer, neither of which is under pressure or compulsion to complete the transaction. Fair Market Value shall be determined by the Board of Directors of Ventas, Inc. in good faith.

“Funds from Operations” for any period means Earnings from Operations for such period plus amounts that have been deducted, and minus amounts that have been added, for the following (without duplication): (1) provision for taxes of Ventas, Inc. and its Restricted Subsidiaries based on income, (2) amortization of debt discount and deferred financing costs, (3) provisions for gains and losses on properties and property depreciation and amortization, (4) the effect of any non-cash charge resulting from a change in accounting principles in determining Earnings from Operations for such period, (5) amortization of deferred charges, (6) gains (and losses) associated with the termination, in whole or in part, of any interest rate swap agreement, (7) the write-off of unamortized deferred financing fees and (8) prepayment fees, premiums and penalties.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of determination.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Debt.

“Guarantors” means each of:

(1) Ventas, Inc.; and

(2) any other Restricted Subsidiary of Ventas, Inc. (other than an Excluded Joint Venture) that executes a Guarantee of the Notes in accordance with the provisions of the Indenture;

63

and their respective successors and assigns; provided, however that any Person constituting a Guarantor as described above shall cease to constitute a Guarantor when its Guarantee of the Notes is released in accordance with the terms of the Indenture.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and

(2) other agreements or arrangements designed to protect such Person against fluctuations in interest rates or foreign exchange rates.

“incur” means issue, create, assume, guarantee, incur or otherwise become liable for; provided, however that any Debt or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be incurred by such Subsidiary at the time it becomes a Restricted Subsidiary. Neither the accrual of interest nor the accretion of original issue discount shall be deemed to be an incurrence of Debt. The term “incurrence” when used as a noun shall have a correlative meaning.

“Interest Payment Date” has the meaning set forth in the Indenture and the Notes.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to directors, officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Debt, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Ventas, Inc. or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of Ventas, Inc. or such Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of Ventas, Inc., Ventas, Inc. or such Restricted Subsidiary will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Equity Interests of such Subsidiary not sold or disposed. The acquisition by Ventas, Inc. or any of its Restricted Subsidiaries of a Person that holds an Investment in a third Person will be deemed to be an Investment by Ventas, Inc. or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person. “Investments” shall exclude extensions of trade credit on commercially reasonable terms in accordance with normal trade practices.

“Kindred Reset Right” means, with respect to any Real Estate Asset, the one-time right of the Partnership to reset the rents with respect to such Real Estate Asset under any of the four amended and restated master lease agreements dated April 20, 2001 between the Partnership and Kindred Healthcare, Inc., as amended from time to time, exercisable by notice given on or after January 20, 2006 and on or before July 19, 2007, to a then fair market rental rate.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and, except in connection with any Qualified CMBS Transaction, any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Liquidated Damages” means all liquidated damages then owing pursuant to Section 5 of the registration rights agreement.

64

“Make-Whole Amount” means, in connection with any optional redemption of the Notes, the excess, if any, of:

(1) the aggregate present value as of the date of such redemption of each dollar of principal being redeemed or paid and the amount of interest (exclusive of interest accrued to the date of redemption or accelerated payment) that would have been payable in respect of each such dollar if such redemption or accelerated payment had not been made, determined by discounting, on a semi-annual basis, such principal and interest at the Reinvestment Rate (determined on the third Business Day preceding the date a notice of redemption is given or declaration of acceleration is made) from the respective dates on which such principal and interest would have been payable if such redemption or payment had not been made, over

(2) the aggregate principal amount of the Notes being redeemed or paid.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Net Proceeds” means the aggregate cash proceeds and Cash Equivalents received by Ventas, Inc. or any of its Restricted Subsidiaries in respect of any Asset Sale or Qualified CMBS Transaction (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale or Qualified CMBS Transaction), net of the (i) amount required to be distributed to the stockholders by Ventas, Inc. as a result of such Asset Sale or Qualified CMBS Transaction in order to maintain its status as REIT under the Code and (ii) direct costs relating to such Asset Sale or Qualified CMBS Transaction, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale or Qualified CMBS Transaction, taxes paid or payable as a result of the Asset Sale or Qualified CMBS Transaction and, without duplication, all distributions to equity holders in respect of taxes, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, amounts required to be applied to the repayment of Debt, other than Debt under a Credit Facility and Debt that is pari passu with the Notes containing provisions similar to those set forth in the Indenture, and appropriate amounts to be provided by Ventas, Inc. or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any liabilities associated with such Asset Sale or Qualified CMBS Transaction and retained by Ventas, Inc. or any Restricted Subsidiary, as the case may be, after such Asset Sale or Qualified CMBS Transaction, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale or Qualified CMBS Transaction; provided, however, that any amounts remaining after adjustments, revaluations or liquidations of such reserves shall constitute Net Proceeds.

“Non-Recourse Debt” means Debt:

(1) as to which neither Ventas, Inc. nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Debt), other than pursuant to Standard Securitization Undertakings, (b) is directly or indirectly liable as a guarantor or otherwise, other than pursuant to Standard Securitization Undertakings, or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders of the Debt may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Debt (other than the Notes) of Ventas, Inc. or any of its Restricted Subsidiaries to declare a default on such other Debt or cause the payment of the Debt to be accelerated or payable prior to its stated maturity; and

(3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of Ventas, Inc. or any of its Restricted Subsidiaries, other than pursuant to Standard Securitization Undertakings.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Debt.

65

“Permitted Business” means any business activity (including Permitted Mortgage Investments) related to properties constituting or used as skilled nursing home centers, hospitals, personal healthcare facilities, assisted living facilities, independent living facilities, medical office buildings, continuum of care facilities, life care facilities, sheltered care facilities, senior housing, senior living facilities or other properties customarily constituting assets of a REIT, plus any other business that Ventas, Inc. and its Restricted Subsidiaries are engaged in on the date of the Indenture and such business activities as are complementary, incidental, ancillary or related to, or are reasonable extensions of, the foregoing.

“Permitted Debt” means:

(1) Permitted Refinancing Debt;

(2) Debt under Credit Facilities in an aggregate principal amount (including all Permitted Refinancing Debt incurred with respect thereto) not to exceed at any one time outstanding an amount equal to $450.0 million less the aggregate amount of Net Proceeds of Asset Sales that have been applied since the date of the Indenture to repay Debt under Credit Facilities or Permitted Refinancing Debt incurred with respect thereto pursuant to clause (1) of the second paragraph of the covenant described above under “—Repurchase of Notes Upon an Asset Sale.” Debt outstanding under Credit Facilities on the date of the Indenture will be deemed to have been incurred pursuant to clause (2) of this definition; and

(3) other Debt in an aggregate principal amount not to exceed $100.0 million at any one time outstanding.

“Permitted Investments” means:

(1) any Investment in Ventas, Inc. or any of its Restricted Subsidiaries;

(2) any Investment in Permitted Mortgage Investments in the ordinary course of business or in Cash Equivalents;

(3) any Investment by Ventas, Inc. or any of its Restricted Subsidiaries in a Person, if as a result of such Investment:

(a) such Person becomes a Subsidiary of Ventas, Inc. or such Restricted Subsidiary and a Guarantor; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Ventas, Inc. or any of its Restricted Subsidiaries that is a Guarantor;

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under “—Repurchase of Notes Upon an Asset Sale”;

(5) any acquisition of assets to the extent made in exchange for the issuance of Equity Interests (other than Disqualified Stock) of Ventas, Inc. or the Partnership;

(6) any Investments received in compromise of obligations of such persons incurred in the ordinary course of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;

(7) Hedging Obligations;

(8) intercompany Debt and Guarantees, in either case, to the extent permitted under the “Limitations on Incurrence of Debt” covenant;

66

(9) any Investment by Ventas, Inc. or any of its Restricted Subsidiaries acquired as a result of a transfer of assets to an Unrestricted Subsidiary in connection with a Qualified CMBS Transaction permitted by clause (9) of the definition of “Asset Sale”;

(10) any Investment in Permitted Joint Ventures when taken together with all other Investments made pursuant to this clause (10) since the date of the Indenture does not to exceed the greater of (i) $100.0 million or (ii) 10% of Ventas, Inc.’s Consolidated Net Tangible Assets; and

(11) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (11) since the date of the Indenture does not to exceed $100.0 million.

“Permitted Joint Venture” means any entity owned 50% or more by Ventas, Inc. and/or any of its Restricted Subsidiaries, if such entity (a) is engaged in a Permitted Business, (b) is designated as a Restricted Subsidiary (if more than 50% owned) and (c) Ventas has the right to appoint at least half of the Board of Directors or similar governing body of such entity.

“Permitted Mortgage Investment” means any investment in a secured note, mortgage, deed of trust, collateralized mortgage obligations, commercial mortgage-backed securities, other secured debt securities, secured debt derivative or other debt instruments, so long as such investment relates directly or indirectly to real property that constitutes or is used as a skilled nursing home center, hospital, personal healthcare facility, assisted living facility, independent living facility, medical office building, continuum of care facility, life care facility, sheltered care facility, senior housing, senior living facility or other property customarily constituting an asset of a real estate investment trust specializing in healthcare or senior housing property.

“Permitted Refinancing Debt” means any Debt of Ventas, Inc. or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Debt of Ventas, Inc. or any of its Restricted Subsidiaries (other than intercompany Debt); provided, however that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Debt does not exceed the principal amount (or accreted value, if applicable) of the Debt extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Debt and the amount of all expenses and premiums incurred in connection therewith);

(2) such Permitted Refinancing Debt has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Debt being extended, refinanced, renewed, replaced, defeased or refunded;

(3) if the Debt being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes, such Permitted Refinancing Debt has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the holders of Notes as those contained in the documentation governing the Debt being extended, refinanced, renewed, replaced, defeased or refunded; and

(4) such Debt is incurred either by Ventas, Inc. or by the Restricted Subsidiary who is the obligor on the Debt being extended, refinanced, renewed, replaced, defeased or refunded.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Qualified CMBS Transaction” means (i) the CMBS Transaction and (ii) any other transaction or series of transactions entered into by Ventas, Inc. or any of its Restricted Subsidiaries pursuant to which Ventas, Inc. or any of its Restricted Subsidiaries sells, conveys or otherwise transfers to an Unrestricted Subsidiary, or grants a security interest in, any Real Estate Assets or mortgage receivables (whether now existing or arising in the

67

future) of Ventas, Inc. or any of its Restricted Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such Real Estate Assets or mortgage receivables, all contracts and all guarantees or other obligations in respect of such Real Estate Assets or mortgage receivables, proceeds of such Real Estate Assets or mortgage receivables and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Real Estate Assets or mortgage receivables.

“Reacquired Qualified CMBS Real Estate Assets” means, as of any date of determination, Real Estate Assets that were owned by Ventas, Inc. or any of its Subsidiaries on or prior to April 17, 2002 and that are (i) reacquired by Ventas, Inc. or any of its Restricted Subsidiaries from an Unrestricted Subsidiary in connection with an unwinding of a Qualified CMBS Transaction and (ii) owned by Ventas, Inc. or any Restricted Subsidiary as of such date of determination.

“Real Estate Assets” means, as of any date, the real estate assets of such Person and its Restricted Subsidiaries on such date, on a consolidated basis determined in accordance with GAAP.

“Real Estate Revenues” means, with respect to (i) any Real Estate Asset owned as of April 17, 2002 and which continues to be owned as of the relevant date of determination by Ventas, Inc. or any of its Restricted Subsidiaries and (ii) Reacquired Qualified CMBS Real Estate Assets, in each case, the rental revenues generated by such Real Estate Asset during the quarter ending September 30, 2004, annualized by multiplying such revenues by four, all as set forth on a schedule attached to the Indenture.

“Reinvestment Rate” means 0.50% plus the arithmetic mean of the yields under the respective heading Week Ending published in the most recent Statistical Release under Treasury Constant Maturities for the maturity (rounded to the nearest month) corresponding to the remaining life to maturity, as of the date of the principal being redeemed or paid. If no maturity exactly corresponds to such maturity, yields for the two published maturities most closely corresponding to such maturity shall be calculated pursuant to the immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding in each of such relevant periods to the nearest month. For the purpose of calculating the Reinvestment Rate, the most recent Statistical Release published prior to the date of determination of the Make-Whole Amount shall be used.

“Replacement Assets” mean properties or assets (other than current assets) that are used or useful in a Permitted Business.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of the referenced Person that is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or any successor to the rating agency business thereof.

“Secured Debt” means, for any Person, Debt secured by a mortgage, lien, charge, pledge or security interest or other encumbrance on the property of such Person or any of its Restricted Subsidiaries.

“Securities Act” means the Securities Act of 1933, as amended.

“Significant Subsidiary” means each Restricted Subsidiary that is a significant subsidiary, if any, of Ventas, Inc. as defined in Regulation S-X under the Securities Act.

68

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by Ventas, Inc. or any Restricted Subsidiary which are reasonably customary in Qualified CMBS Transactions by the parent or sponsoring entity.

“Statistical Release” means that statistical release designated H.15(519) or any successor publication that is published weekly by the Federal Reserve System and that establishes annual yields on actively traded United States government securities adjusted to constant maturities, or, if such statistical release is not published at the time of any determination under the Indenture, then such other reasonably comparable index we designate.

“Subordinated Debt” means Debt which by the terms of such Debt is subordinated in right of payment to the principal of and interest and premium, if any, on the Notes or any Guarantee thereof.

“Subsidiary” means, for any Person, any corporation or other entity of which a majority of the Voting Stock is owned, directly or indirectly, by such Person or one or more other Subsidiaries of such Person.

“Tax Amount” means, with respect to any Person for any period, the combined federal, state and local income taxes that would be paid by such Person if it were a Delaware corporation filing separate tax returns with respect to its Taxable Income for such Period; provided, however, that in determining the Tax Amount, the effect thereon of any net operating loss carryforwards or other carryforwards or tax attributes, such as alternative minimum tax carryforwards, that would have arisen if such Person were a Delaware corporation shall be taken into account. Notwithstanding anything to the contrary, Tax Amount shall not include taxes resulting from such Person’s reorganization as or change in the status to a corporation.

“Taxable Income” means, with respect to any Person for any period, the taxable income or loss of such Person for such period for U.S. federal income tax purposes; provided, however that (i) all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss, (ii) any basis adjustment made in connection with an election under Section 754 of the Code shall be disregarded and (iii) such taxable income shall be increased or such taxable loss shall be decreased by the amount of any interest expense incurred by such Person that is not treated as deductible for U.S. federal income tax purposes by a partner or member of such Person.

“10% Stockholder” means any Person who beneficial owns 10% or more of the total voting power of the Voting Stock of Ventas, Inc.

“Total Assets” means, for any Person as of any date, the sum of (a) in the case of each of (i) Real Estate Assets that were owned as of April 17, 2002 and that continue to be owned as of such date of determination and (ii) Reacquired Qualified CMBS Real Estate Assets, (1) the Real Estate Revenues specified for such Real Estate Assets on a schedule attached to the Indenture, divided by 0.0925, plus (2) any annualized incremental rental revenue generated by such Real Estate Assets as a result of, arising out of or in connection with the Kindred Reset Right of the Partnership with respect to such Real Estate Assets (whether by agreement or exercise of such right or otherwise), divided by 0.0925, (b) the cost (original cost plus capital improvements before depreciation and amortization) of all Real Estate Assets acquired after April 17, 2002 that are owned by Ventas, Inc. or any Restricted Subsidiaries as of such date of determination (other than Reacquired Qualified CMBS Real Estate Assets) and (c) the book value of all assets (excluding Real Estate Assets and intangibles) of such Person and its Restricted Subsidiaries as of such date of determination on a consolidated basis determined in accordance with GAAP. For the purpose of clause (2) of this definition, “annualized incremental rental revenue” in respect of a Real Estate Asset shall mean the increase in daily rental revenue generated by such Real Estate Asset as a result of, arising out of or in connection with the Kindred Reset Right (whether by agreement or exercise of such right or otherwise) over the daily rental revenue generated by such Real Estate Asset immediately prior to the effective date of such increase, annualized by multiplying such daily increase by 365.

“Total Unencumbered Assets” means, for any Person as of any date, the Total Assets of such Person and its Restricted Subsidiaries as of such date, that do not secure any portion of Secured Debt, on a consolidated basis determined in accordance with GAAP.

“Unsecured Debt” means, for any Person, any Debt of such Person or its Restricted Subsidiaries which is not Secured Debt.

69

“Unrestricted Subsidiary” means (i) Ventas Specialty I, Inc., Ventas Finance I, Inc., Ventas Specialty I, LLC, Ventas Finance I, LLC, Ventas Kansas City I, LLC, Ventas Farmington Hills, LLC, Ventas Belleville, LLC, Ventas Springfield/Findlay, LLC, Ventas Regency Medical Park I, LLC, ET Heritage Andover Finance, Inc., ET Sub-Cabot Park, L.L.C., ET Sub-Vernon Court, L.L.C., ET Sub-Cleveland Circle, L.L.C., ET Sub-Heritage Andover, L.L.C., ET DCMH Finance, Inc., ET POBI Finance, Inc., ET Belvedere Finance, Inc., ET DCMH Finance, L.L.C., ET POBI Finance, L.L.C., ET Belvedere Finance, L.L.C., ET Sub-DCMH Limited Partnership, L.L.P., ET Sub-POB I Limited Partnership, L.L.P. ET Sub-Belvedere Limited Partnership, L.L.P. and (ii) any Subsidiary of Ventas, Inc. or any successor to any of them, other than the Partnership and Ventas Capital Corporation, that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a board resolution, but only to the extent that such Subsidiary:

(1) has no Debt other than Non-Recourse Debt;

(2) is not party to any agreement, contract, arrangement or understanding with Ventas, Inc. or any of its Restricted Subsidiaries unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Ventas, Inc. or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Ventas, Inc.;

(3) is a Person with respect to which neither Ventas, Inc. nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Debt of Ventas, Inc. or any of its Restricted Subsidiaries, other than pursuant to Standard Securitization Undertakings; and

(5) has at least one director on its Board of Directors that is not a director or executive officer of Ventas, Inc. or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or executive officer of Ventas, Inc. or any of its Restricted Subsidiaries.

Any designation of a Subsidiary of Ventas, Inc. as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of the board resolution giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under “—Certain Covenants—Limitations on Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Debt of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Ventas, Inc. as of such date and, if such Debt is not permitted to be incurred as of such date under the covenant described under “—Certain Covenants—Limitations on Incurrence of Debt,” Ventas, Inc. will be in default of such covenant.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Debt at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Debt, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Debt.

70

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of certain U.S. federal income tax considerations relevant to participants in the exchange offer and relating to the acquisition, ownership and disposition of the exchange notes. This discussion is based upon the Internal Revenue Code of 1986 (the “Code”), Treasury Regulations, Internal Revenue Service (“IRS”) rulings, and judicial decisions now in effect, all of which are subject to change (possibly with retroactive effect) or different interpretations.

This discussion does not deal with all aspects of U.S. federal income taxation that may be important to holders of the notes, and does not deal with tax consequences arising under the laws of any foreign, state or local jurisdiction. This discussion is for general information only, and does not purport to address all tax consequences that may be important to particular holders in light of their personal circumstances, or to certain types of holders (such as certain financial institutions, insurance companies, tax-exempt entities, partnerships or other pass-through entities, dealers in securities or persons who hold the notes in connection with a straddle, hedge, conversion transaction or any similar or hybrid financial instrument) that may be subject to special rules. This discussion assumes that each holder holds the notes as a capital asset within the meaning of Section 1221 of the Code.

For the purpose of this discussion, a “Non-US. Holder” refers to any beneficial owner of the notes who is not a U.S. Holder. The term “U.S. Holder” means any beneficial owner of the notes who is a citizen or resident of the United States, a corporation organized in the United States or any state thereof or the District of Columbia, an estate, the income of which is includible in income for U.S. federal income tax purposes regardless of its source or a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and (ii) one or more U.S. persons have the authority to control all substantial decisions of the trust. In addition, the term “Non-U.S. Holder” does not include a trust that has elected under applicable Treasury Regulations to retain its pre-August 20, 1996 classification as a U.S. person. For the purposes of this discussion, neither the term “Non-U.S. Holder” nor the term “U.S. Holder” include a partnership for U.S. federal income tax purposes. If a partnership holds the notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the status and activities of the partnership. Holders that are partnerships for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax considerations to them and their partners of holding the notes.

Holders of original notes are urged to consult their own tax advisors regarding the federal, state, local and foreign tax consequences of their participation in the exchange offer and their acquisition, ownership and disposition of the exchange notes and the effect that their particular circumstances may have on such tax consequences.

The Exchange Offer

The exchange of an original note for an exchange note pursuant to the exchange offer will not constitute a taxable exchange for U.S. federal income tax purposes because the exchange note will not be considered to differ materially in kind or extent from the original note. Accordingly, the exchange note will be treated for U.S. federal income tax purposes as a continuation of the original note in the hands of a U.S. Holder or a Non-U.S. Holder, with the result that (1) such holder will not recognize any gain or loss on the exchange, (2) the holding period for the exchange note will include the holding period for the original note, and (3) the adjusted tax basis of the exchange note will be the same as the adjusted tax basis of the original note.

The exchange offer will not have any U.S. federal income tax consequences to a nonexchanging holder of original notes.

71

Other Tax Considerations Applicable to U.S. Holders

Additional Payments on the Notes. We intend to treat our obligation to pay liquidated damages on the original notes and the amount in excess of the stated principal upon the occurrence of certain changes in control (“excess principal amount,’’ see “Description of Exchange Notes—Repurchase of Notes Upon a Change of Control”) as an “incidental contingency” for U.S. federal income tax purposes and, in accordance with such treatment, a U.S. Holder is not required to take into account such payment until such payment is made by us. Regardless of our position, however, the IRS may take the contrary position that our obligation to pay such liquidated damages or excess principal amount is not an incidental contingency, which, if upheld, among other tax consequences, could affect the timing of both the U.S. Holder’s recognition of income from the notes and our deduction with respect to such payment.

U.S. Holders should consult their tax advisors concerning the appropriate tax treatment of the payment of liquidated damages or excess principal amount on the notes. The discussion below assumes that our determination that these contingencies are incidental is correct.

Interest on the Notes. Interest paid on the notes will be taxable to a U.S. Holder as ordinary interest income at the time that such interest is accrued or (actually or constructively) received in accordance with such holder’s method of tax accounting and in the amount of each payment.

Sale or Other Disposition of the Notes. In general, a U.S. Holder of the notes will recognize gain or loss upon the sale, retirement or other disposition of the notes measured by the difference between the amount of cash and the fair market value of any property received (except to the extent attributable to the payment of accrued interest, which will be taxable as such) and the U.S. Holder’s adjusted tax basis in the notes. A U.S. Holder’s adjusted tax basis in the notes generally will equal the cost of the notes to the holder increased by the amount of market discount, if any, previously taken into income by the holder or decreased by any bond premium theretofore amortized by the holder with respect to the notes. Subject to the market discount rules discussed below, the gain or loss on the disposition of the notes will be capital gain or loss and will be long-term gain or loss if the notes have been held for more than one year at the time of such disposition.

Market Discount. The resale of the notes may be affected by the “market discount” provisions of the Code. For this purpose, but subject to a de minimis exception, the market discount on a note will generally be equal to the amount, if any, by which the stated redemption price at maturity of the note immediately after its acquisition exceeds the holder’s tax basis in the note. Unless the election described below is made to include accrued market discount in income currently, these provisions generally require a holder of a note acquired at a market discount to treat as ordinary income any gain recognized on the disposition of the note to the extent of the “accrued market discount” on the note at the time of disposition. In general, market discount on a note will be treated as accruing on a straight-line basis over the term of the note, or, at the election of the holder, under a constant yield method. U.S. Holders may elect to include accrued market discount in income currently with respect to all market discount bonds acquired on or after the first day of the first taxable year for which the election is effective and for any such bond on either a straight-line or constant yield basis. In the absence of such election, a U.S. Holder of a note acquired at a market discount may be required to defer the deduction of a portion of the interest on any indebtedness incurred or maintained to purchase or carry the note until the note is disposed of in a taxable transaction.

Bond Premium. A U.S. Holder whose basis in a note immediately after its acquisition by such U.S. Holder exceeds all amounts payable on such note after such purchase (other than payments of qualified stated interest, within the meaning of the Code) will be considered as having purchased the note with “bond premium.” A U.S. Holder generally may elect to amortize bond premium over the remaining term of the note, using a constant yield method, as an offset to interest income. An electing U.S. Holder must reduce its tax basis in the note by the amount of the aggregate amortized bond premium. The election to amortize bond premium, once made, will apply to all debt obligations held or subsequently acquired by the electing U.S. Holder on or after the first day of the first taxable year to which the election applies, and may not be revoked without the consent of the IRS.

72

Other Tax Considerations Applicable to Non-U.S. Holders

A Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on payments of interest on a note if such payments are not effectively connected with the conduct of a U.S. trade or business, unless such Non-U.S. Holder (i) owns directly, or by attribution, 10% or more of the total combined voting power of all classes of our stock entitled to vote, (ii) is a controlled foreign corporation related to us, or (iii) is a bank as to which the interest represents interest received on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, in which case such interest will be subject to a 30% withholding tax (unless reduced or eliminated by an applicable treaty). To qualify for the exemption from the withholding tax (or to claim the elimination or reduction of the withholding tax under a treaty), the last U.S. payor in the chain of payment prior to payment to a Non-U.S. Holder (the “Withholding Agent”) must have received, before payment, a statement that:

• is signed by the Non-U.S. Holder under penalties of perjury;

• certifies that the Non-U.S. Holder is not a U.S. person; and

• provides the name and address of the Non-U.S. Holder.

Certain additional information may be required to claim the elimination or reduction in withholding tax under a treaty.

The statement may be made on an IRS Form W-8BEN or a substantially similar form, and the Non-U.S. Holder must inform the Withholding Agent of any change in the information on the statement within 30 days of such change. If a note is held through a securities clearing organization or certain other financial institutions, the beneficial owner of the note must provide the above statement to such organization or institution.

In addition, a Non-U.S. Holder generally will not be subject to U.S. federal withholding tax on any amount which constitutes gain upon sale, retirement or other disposition of the notes. Such gain generally will also not be subject to U.S. federal income tax unless the gain is effectively connected with the conduct of a trade or business in the United States by the Non-U.S. Holder or, in the case of a Non-U.S. Holder who is an individual, the Non-U.S. Holder is present in the United States for 183 days or more in the taxable year of the sale and certain other conditions are met.

If interest and other payments received by a Non-U.S. Holder with respect to the notes (including proceeds from a sale, retirement or other disposition of the notes) are effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the United States, such Non-U.S. Holder will generally not be subject to U.S. federal withholding tax (provided the Non-U.S. Holder has provided the Withholding Agent with a valid IRS Form W-8ECI) and will generally be subject to the rules described above for a U.S. Holder (subject to any modification provided under an applicable income tax treaty). Such Non-U.S. Holder may also be subject to the “branch profits tax” if such holder is a corporation.

Information Reporting and Backup Withholding

U.S. Holders. Certain non-corporate U.S. Holders may be subject to backup withholding on payments of principal and interest on, and the proceeds of the disposition of, the notes, if the U.S. Holder:

• fails to furnish on a properly completed IRS Form W-9 (or substantially similar form) its taxpayer identification number (“TIN”), which, for an individual, would be his or her Social Security number;

• furnishes an incorrect TIN;

• is notified by the IRS that it has failed to report payments of interest or dividends; or

• under certain circumstances, fails to certify, under penalty of perjury, that it has furnished a correct TIN and has not been notified by the IRS that it is subject to backup withholding tax for failure to report interest or dividend payments.

73

In addition, such payments of principal, interest and disposition proceeds to U.S. Holders will generally be subject to information reporting. U.S. Holders should consult their tax advisors regarding their qualification for exemption from backup withholding and the procedure for obtaining such an exemption, if applicable.

Any amounts withheld under the backup withholding rules from a payment to a U.S. Holder would be allowed as a refund or a credit against such holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.

Non-U.S. Holders. We must report annually to the IRS and to each Non-U.S. Holder any interest on the notes that is subject to withholding or that is exempt from U.S. withholding tax pursuant to a tax treaty or the “portfolio interest” exemption. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides.

Backup withholding and other information reporting generally will not apply to payments of interest made to a Non-U.S. Holder of the notes who provides a properly completed IRS Form W-8BEN (or a substantially similar form) or otherwise establishes an exemption from backup withholding. Payments of principal or the proceeds of a disposition of the notes by or through a U.S. office of a broker generally will be subject to backup withholding and information reporting unless the Non-U.S. Holder certifies its status as a Non-U.S. Holder under penalties of perjury (and certain other conditions are met) or otherwise establishes an exemption. Payments of principal or the proceeds of a disposition of the notes by or through a foreign office of a U.S. broker or foreign broker with certain relationships to the United States generally will be subject to information reporting (but not backup withholding). However, the holder may be required to establish an exemption.

Any amounts withheld under the backup withholding rules from a payment to a Non-U.S. Holder would be allowed as a refund or a credit against such holder’s U.S. federal income tax liability provided the required information is furnished to the IRS.

74

PLAN OF DISTRIBUTION

Based upon existing interpretations of the Securities Act by the staff of the Commission set forth in no action letters issued to unrelated third parties, and subject to the immediately following sentence, we believe that the exchange notes that will be issued pursuant to the exchange offer may be offered for resale, resold or otherwise transferred by the holders thereof without further compliance with the registration and prospectus delivery provisions of the Securities Act. However, any purchaser of notes who (1) is an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the issuers or the guarantors, (2) has an arrangement or understanding to participate in the distribution (within the meaning of the Securities Act) of the exchange notes, (3) is a broker-dealer (within the meaning of the Securities Act) that acquired original notes directly from an issuer or guarantor and is participating or intends to participate in the distribution (as so defined) of the exchange notes, or (4) is a broker-dealer (within the meaning of the Securities Act) that will receive exchange notes in exchange for original notes acquired for its own account as a result of market-making or other trading activities and is participating or intends to participate in the distribution (as so defined) of the exchange notes: (x) will not be able to rely on the interpretations by the staff of the Commission set forth in the above mentioned no action letters; (y) will not be able to tender its original notes in the exchange offer; and (z) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the notes unless such sale or transfer is made pursuant to an exemption from such requirements.

Each broker-dealer that receives exchange notes, in exchange for original notes where those original notes were acquired by the broker-dealer for its own account as a result of market-making activities or other trading activities, in the exchange offer may be deemed to be an “underwriter” within the meaning of the Securities Act and must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. Each letter of transmittal that accompanies this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. A broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of exchange notes received in exchange for original notes where those original notes were acquired by the broker-dealer for its own account as a result of market-making activities or other trading activities. The issuers, Ventas, Inc. and Ventas LLC have agreed, if requested by such a broker-dealer, to use their respective commercially reasonable efforts to keep the registration statement of which this prospectus is a part continuously effective for a period not to exceed 30 business days after the date on which the registration statement is declared effective, or such longer period if extended under certain circumstances, or such earlier date as all such requesting broker-dealers have notified the issuers in writing that all such requesting broker-dealers have resold all exchange notes acquired in the exchange offer. In addition, until                 , 2005 (90 days after the date of this prospectus), all dealers effecting transactions in the notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions. These sales may be made in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of these methods of resale, and may be at market prices prevailing at the time of resale, at prices related to the prevailing market prices or negotiated prices. Any resale of this kind may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any of these broker-dealers and/or the purchasers of any of these exchange notes. Any broker-dealer that resells the exchange notes may be deemed to be an underwriter within the meaning of the Securities Act. If this is the case, any profit of any of these resales of exchange notes any commissions or concessions received by any of these persons may be deemed to be underwriting compensation under the Securities Act. Each letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act.

The issuers have agreed to pay all expenses incident to the exchange offer (including certain expenses of one counsel for the holders of the notes), other than commissions and concessions of any brokers or dealers. The

75

issuers, Ventas, Inc. and Ventas LLC have also agreed to indemnify the holders of the original notes, including any participating broker-dealer, against various liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

Willkie Farr & Gallagher LLP, New York, New York, will pass upon the validity of the exchange notes and related guarantees offered in this prospectus for the issuers and the guarantors.

EXPERTS

The consolidated financial statements (including the financial statement schedules) of Ventas, Inc. at December 31, 2003 and 2002, and for each of the three years in the period ended December 31, 2003, incorporated by reference in this prospectus and the registration statement of which this prospectus is a part have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, incorporated by reference herein. The financial statements referred to above are incorporated by reference in this prospectus and the registration statement of which this prospectus is a part in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements and schedule of real estate and accumulated depreciation of ElderTrust and ETOP as of December 31, 2003 and 2002, and for each of the years in the three-year period ended December 31, 2003, incorporated by reference in this prospectus and the registration statement of which this prospectus is a part have been audited and reported upon by KPMG LLP, independent registered public accounting firm. The audit reports covering the December 31, 2003 financial statements refer to the adoption by ElderTrust and ETOP of Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets in 2002, and Statement of Financial Accounting Standards No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections in 2003. Such financial statements and schedules have been incorporated by reference in this prospectus and the registration statement of which this prospectus is a part in reliance upon the reports of KPMG LLP, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE

We and ETOP file annual, quarterly and current reports, proxy statements and other information with the Commission. Our and ETOP’s Commission filings are available over the Internet on the Commission’s website at www.sec.gov. You also may read and copy any documents that we and ETOP file at the Commission’s public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information about their public reference rooms, including copy charges. You can also obtain information about us from the New York Stock Exchange at 20 Broad Street, New York, New York 10005. Information about us is also available on our website at www.ventasreit.com. Information on our website is not incorporated by reference herein and our web address is included in this prospectus as an inactive textual reference only.

We are incorporating by reference in this prospectus the information we and ETOP file with the Commission. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we or ETOP file later with the Commission will automatically update and supersede this information. We are incorporating by reference Ventas, Inc.’s and ETOP’s documents listed below and any future filings Ventas, Inc. and ETOP make with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date

76

of the initial registration statement of which this prospectus is a part and prior to the termination of the exchange offer or after the date of such initial registration statement and before the effective date of such registration statement:

• Ventas, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003;

• Ventas, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004;

• Ventas, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004;

• Ventas, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004;

• Ventas, Inc.’s Current Reports on Form 8-K filed January 8, 2004, February 5, 2004, February 10, 2004, February 19, 2004, March 15, 2004, April 20, 2004, May 10, 2004, May 24, 2004, July 6, 2004 (other than with respect to the information furnished under Item 9 of that report), July 28, 2004, September 13, 2004, October 12, 2004 and October 15, 2004;

• ETOP’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004;

• ETOP’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004;

• ETOP’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004; and

• Ventas, Inc.’s Proxy Statement filed on April 2, 2004 for our Annual Meeting of Stockholders.

You may request a copy of these filings at no cost, by writing or telephoning us at the following address:

General Counsel

Ventas, Inc.

10350 Ormsby Park Place

Suite 300

Louisville, Kentucky 40223

(502) 357-9000

No separate financial statements of the issuers have been included herein. It is not expected that the issuers will file reports, proxy statements or other information under the Exchange Act with the Commission.

77

Ventas Realty, Limited Partnership

Ventas Capital Corporation

Offer to Exchange

Up to $125,000,000 aggregate principal amount

of

6 ⁵/8% Senior Notes due 2014

Unconditionally Guaranteed by Ventas, Inc.

and the Other Guarantors

registered under the Securities Act of 1933

for any and all $125,000,000 aggregate principal amount

of outstanding 6 ⁵/8% Senior Notes due 2014

PROSPECTUS

                         , 2004

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. Indemnification of Directors and Officers

Insofar as indemnification for liabilities arising out of the Securities Act may be permitted to our directors and officers pursuant to the following provisions or otherwise, we have been advised that, although the validity and scope of the governing statute have not been tested in court, in the opinion of the U.S. Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In addition, indemnification may be limited by state securities laws.

Delaware

Ventas, Inc.

Section 145 of the Delaware General Corporation Law (the “DGCL”) empowers Ventas, Inc. to, and Article IX of Ventas, Inc.’s Certificate of Incorporation, as amended, provides that it will, indemnify any person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (“Proceeding”) because he or she is or was a Ventas, Inc. director or officer, or is or was serving at the request of Ventas, Inc. as a director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses, liabilities and loss (including attorneys’ fees, judgments, fines, ERISA (as defined therein) excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by him or her in connection with such Proceeding. Ventas, Inc. may provide by action of its board of directors through agreement, resolution or by a provision in its Third Amended and Restated Bylaws, indemnification of its employees and agents with substantially the same scope and effect as the indemnification provided in Article IX of its Certificate of Incorporation, as amended.

Expenses incurred by such a person in his or her capacity as one of Ventas, Inc.’s directors or officers (and not in any other capacity in which service was or is rendered by such person while a director or officer) in defending a Proceeding may be paid by Ventas, Inc. in advance of the final disposition of such Proceeding as authorized by the board of directors in a specific case upon receipt of an undertaking by or on behalf of that person to repay such amounts unless it is ultimately determined that that person is entitled to be indemnified by Ventas, Inc. as authorized by the DGCL. Expenses incurred by a person in any capacity other than as one of Ventas, Inc.’s officers or directors may be paid in advance of the final disposition of a Proceeding on such terms and conditions, if any, as the board of directors of Ventas, Inc. deems appropriate.

Pursuant to Section 102(b)(7) of the DGCL, Ventas, Inc.’s Certificate of Incorporation, as amended, eliminates certain liability of its directors for breach of their fiduciary duty of care. Article VIII of the Certificate of Incorporation provides that neither Ventas, Inc. nor its stockholders may recover monetary damages from Ventas, Inc.’s directors for breach of the duty of care in the performance of their duties as Ventas, Inc.’s directors. Article VIII does not, however, eliminate the liability of Ventas, Inc.’s directors (i) for a breach of the director’s duty of loyalty, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (relating to unlawful distributions), or (iv) for any improper personal benefit.

The indemnification provided for by Article IX of Ventas, Inc.’s Certificate of Incorporation, as amended, is a contract right and continues as to persons who cease to be directors, officers, employees or agents and inures to the benefit of the heirs, executors and administrators of such persons. No amendment to Ventas, Inc.’s Certificate of Incorporation, as amended, or repeal of any article thereof increases the liability of any of its directors or officers for acts or omissions of such persons occurring prior to such amendment or repeal.

II-1

The right to indemnification conferred by Article IX of Ventas, Inc.’s Certificate of Incorporation, as amended, is not exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to actions taken in his or her official capacity and in any other capacity while holding such office.

Ventas, Inc. may purchase and maintain insurance on behalf of any person who is or was one of its directors, officers, employees or agents, or is or was serving at its request as a director, trustee, officer, partner, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in such capacity or arising out of his or her status as such, whether or not Ventas, Inc. would have the power or be obligated to indemnify him or her against such liability under the provisions of Article IX of its Certificate of Incorporation, as amended, or the DGCL.

Ventas, Inc. currently has in effect officers and directors liability insurance policies. These policies cover any negligent act, error or omission of a director or officer, subject to certain exclusions. The limit of liability under the policies is $60,000,000 in the aggregate annually for coverages in excess of deductibles.

Ventas Realty, Limited Partnership

Section 17-108 of the Delaware Revised Uniform Limited Partnership Act provides that, subject to such standards and restrictions in its partnership agreement, if any, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.

Section 9.5 of Ventas Realty’s First Amended and Restated Agreement of Limited Partnership (the “Ventas Realty Limited Partnership Agreement”) provides that Ventas Realty will indemnify and hold the officers, employees, agents and representatives of the partnership, its general partner, and each of the trustees, officers, employees, agents, and representatives of its general partner harmless from any loss or damage, including without limitation reasonable legal fees and court costs, incurred by it or any of them by reason of anything it or any of them may do or refrain from doing for and on behalf of Ventas Realty or in connection with Ventas Realty’s business or affairs; provided, however, that Ventas Realty will not be required to indemnify any of its officers, employees, agents and representatives, its general partner or any of the trustees, officers, employees, agents, and representatives of its general partner for any loss or damage which such person might incur as a result of fraud, willful misconduct or gross negligence committed by any such person in the performance of their duties under the Ventas Realty Limited Partnership Agreement. Ventas Realty’s indemnification obligations under the Ventas Realty Limited Partnership Agreement continue and are unaffected in respect of any other person which or who shall not have committed such fraud, willful misconduct or gross negligence. The indemnification provision under the Ventas Realty Limited Partnership Agreement does not relieve the general partner of its proportionate share of the obligations of Ventas Realty in its capacity as a partner thereof.

Section 9.5 of the Ventas Realty Limited Partnership Agreement also provides that its general partner will be entitled to reimbursement from Ventas Realty for any amounts the general partner pays in satisfaction of indemnification obligations owed by Ventas Realty’s general partner to present or former trustees, officers, employees, agents or representatives of such general partner or its predecessors, or other persons indemnified by such general partner, as provided for in or pursuant to the Declaration of Trust and By-Laws of Ventas Realty’s general partner or otherwise.

The right to indemnification set forth in Section 9.5 of the Ventas Realty Limited Partnership Agreement is in addition to any rights to which the person or entity seeking indemnification may otherwise be entitled and inures to the benefit of the successors and assigns of any such person or entity.

None of Ventas Realty’s partners are personally liable with respect to any claim for indemnification pursuant to Section 9.5 of the Ventas Realty Limited Partnership Agreement and such claims will be satisfied solely out of assets of Ventas Realty.

II-2

Section 9.4 of the Ventas Realty Limited Partnership Agreement provides that its general partner will not be liable or accountable, in damages or otherwise, to Ventas Realty or to any of its partners for any error of judgment or for any mistakes of fact or law or for anything which it may do or refrain from doing hereafter in connection with the business and affairs of Ventas Realty except (i) in the case of fraud, willful misconduct (such as an intentional breach of fiduciary duty or an intentional breach of the Ventas Realty Limited Partnership Agreement) or gross negligence, and (ii) for other breaches of the Ventas Realty Limited Partnership Agreement.

Officers and directors of Ventas Realty are covered under the same liability insurance policies described under “—Ventas, Inc.” above.

Ventas Capital Corporation

Section 145 of the DGCL empowers Ventas Capital to, and Paragraph 10 of its Certificate of Incorporation provides that Ventas Capital will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of Ventas Capital) by reason of the fact that the person is or was a director, officer, employee or agent of Ventas Capital, or is or was serving at the request of Ventas Capital as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of Ventas Capital, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. Under Paragraph 10 of Ventas Capital’s Certificate of Incorporation, the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of Ventas Capital, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

Also pursuant to Paragraph 10 of its Certificate of Incorporation, Ventas Capital will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of Ventas Capital to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of Ventas Capital, or is or was serving at the request of Ventas Capital as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of Ventas Capital; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to Ventas Capital unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Expenses incurred in defending a civil or criminal action, suit or proceeding shall (in the case of any action, suit or proceeding against a director of Ventas Capital) or may (in the case of any action, suit or proceeding against an officer, trustee, employee or agent) be paid by Ventas Capital in advance of the final disposition of such action, suit or proceeding as authorized by Ventas Capital’s board or directors upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by Ventas Capital as authorized by Paragraph 10 of its Certificate of Incorporation.

Pursuant to Section 102(b)(7) of the DGCL, Paragraph 10 of Ventas Capital’s Certificate of Incorporation provides that no director will be personally liable to Ventas Capital or any stockholder of Ventas Capital for

II-3

monetary damages for breach of fiduciary duty as a director. Paragraph 10 of Ventas Capital’s Certificate of Incorporation does not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to Ventas Capital or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (relating to unlawful distributions), or (iv) for any transaction from which the director derived an improper personal benefit.

Paragraph 10 of Ventas Capital’s Certificate of Incorporation provides that if the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of Ventas Capital shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Neither the amendment nor repeal of Paragraph 10 of Ventas Capital’s Certificate of Incorporation, nor the adoption of any provision of its Certificate of Incorporation inconsistent with Paragraph 10, will eliminate or reduce the effect of Paragraph 10 of Ventas Capital’s Certificate of Incorporation in respect of any matter occurring prior to such amendment, repeal or adoption of an inconsistent provision or in respect of any cause of action, suit or claim relating to any such matter which would have given rise to a right of indemnification or right to receive expenses pursuant to Paragraph 10 of Ventas Capital’s Certificate of Incorporation if such provision had not been so amended or repealed or if a provision inconsistent therewith had not been so adopted.

The indemnification and other rights set forth in Paragraph 10 of Ventas Capital’s Certificate of Incorporation is not exclusive of any provisions with respect thereto in Ventas Capital’s By-laws or any other contract or agreement between Ventas Capital and any officer, director, employee or agent of Ventas Capital.

Pursuant to Section 8 of Ventas Capital’s By-laws, Ventas Capital will indemnify any and all of its directors or officers, including former directors or officers, and any employee, who shall serve as an officer or director of any corporation at the request of Ventas Capital, to the fullest extent permitted under and in accordance with the laws of the State of Delaware.

Officers and directors of Ventas Capital are covered under the same liability insurance policies described under “—Ventas, Inc.” above.

Ventas Healthcare Properties, Inc.

Article 7 of Ventas Healthcare Properties, Inc.’s (“Ventas Healthcare Properties”) Certificate of Incorporation provides that Ventas Healthcare Properties will indemnify any person who was or is a director, officer, employee, or agent of Ventas Healthcare Properties, or who is or was serving at the request of Ventas Healthcare Properties as a director, officer, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise, to the full extent permitted by the DGCL, as amended from time to time.

Pursuant to Section 145 of the DGCL, Ventas Healthcare Properties will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of Ventas Healthcare Properties, by reason of the fact that such person is or was a director, officer, employee or agent of Ventas Healthcare Properties, or is or was serving at the request of Ventas Healthcare Properties as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of Ventas Healthcare Properties, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

II-4

Also pursuant to Section 145 of the DGCL, Ventas Healthcare Properties will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of Ventas Healthcare Properties to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of Ventas Healthcare Properties, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to Ventas Healthcare Properties, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

To the extent a present or former director or officer of Ventas Healthcare Properties has been successful in the defense of any action, suit or proceeding referred to above in the defense of any claim, issue or matter therein, Ventas Healthcare Properties will indemnify such person pursuant to Section 145 of the DGCL against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection therewith.

Pursuant to Section 102(b)(7) of the DGCL, Article 8 of Ventas Healthcare Properties’ Certificate of Incorporation provides that no director will be personally liable to Ventas Healthcare Properties or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability: (i) for any breach of the director’s duty of loyalty to Ventas Healthcare Properties or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of DGCL, as the same exists or hereafter may be amended; or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this provision by the stockholders of the Ventas Healthcare Properties will be prospective only, and will not adversely affect any limitation on the personal liability of a director existing at the time of such repeal or modification.

Article 7 of Ventas Healthcare Properties’ Certificate of Incorporation provides that the board of directors may, by resolution adopted from time to time, purchase and maintain insurance on behalf of any person who was or is a director, officer, employee, or agent of Ventas Healthcare Properties, or who is or was serving at the request of Ventas Healthcare Properties as a director, officer, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise as permitted by the DGCL, as amended from time to time. Article VIII, Section 2 of Ventas Healthcare Properties’ By-laws provides that Ventas Healthcare Properties may purchase and maintain insurance on behalf of such persons for any liabilities asserted against and incurred by such persons whether or not Ventas Healthcare Properties would have the power to indemnify such persons against such liability.

Officers and directors of Ventas Healthcare Properties are covered under the same liability insurance policies described under “—Ventas, Inc.” above.

Ventas LP Realty, L.L.C.

Section 18-107 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions in its limited liability company agreement, if any, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. Ventas LLC’s Limited Liability Company Agreement does not contain standards or restrictions regarding Ventas LLC’s power to indemnify and hold harmless any member or manager or other person from and against claims and demands.

Officers and directors of Ventas LLC are covered under the same liability insurance policies described under “—Ventas, Inc.” above.

II-5

Ventas TRS, LLC

Section 18-107 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions in its limited liability company agreement, if any, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. Ventas TRS, LLC’s Operating Agreement does not contain standards or restrictions regarding Ventas TRS, LLC’s power to indemnify and hold harmless any member or manager or other person from and against claims and demands.

Officers and directors of Ventas TRS, LLC are covered under the same liability insurance policies described under “—Ventas, Inc.” above.

ET Capital Corp.; ET Wayne Finance, Inc.

ET Capital Corp. and ET Wayne Finance, Inc. are organized under the DGCL. Section 145 of the DGCL gives a corporation power to indemnify any person who is or was a party or is threatened to be made a party to any threatened, pending or completed Proceeding (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation or other business enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, regarding any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 145 of the DGCL also gives a corporation power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed Proceeding by or in the right of the corporation to procure a judgment in its favor by reason that the person is or was a director or officer of the corporation or was serving at the request of the corporation as a director or officer of another corporation or other business enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification may be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.

Additionally, Section 145 of the DGCL states that, to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any Proceeding, or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Also pursuant to Section 145 of the DGCL, expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative Proceeding may be paid by the corporation in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it is ultimately determined that such person is not entitled to be indemnified by the corporation.

Section 145 of the DGCL provides that the corporation may purchase and maintain insurance on behalf any person who was or is a director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation or other business enterprise, whether or not the corporation would have the power to indemnify such person against liability under Section 145.

II-6

Pursuant to Section 102(b)(7) of the DGCL, a corporation’s certificate of incorporation may provide that no director will be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability: (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of DGCL, as the same exists or hereafter may be amended; or (iv) for any transaction from which the director derived an improper personal benefit; provided however, that no such provision may eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective.

Article 9 of the Certificate of Incorporation of ET Capital Corp. and Section 7.01 of the Bylaws of ET Capital Corp. require ET Capital Corp. to indemnify its present and former directors and officers to the full extent permitted by Section 145 of the DGCL. Section 7.2 of ET Capital Corp.’s Certificate of Incorporation provides that no director of the corporation shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director in accordance with the requirements of Section 102(b)(7) of the DGCL. Section 6.02 of the Bylaws of ET Capital Corp. provide that the corporation may purchase and maintain insurance on behalf of any person who was or is a director, officer, employee, or agent of the corporation in accordance with Section 145 of the DGCL.

Article 11 of the Certificate of Incorporation, as amended, of ET Wayne Finance, Inc. requires, to the extent permitted by law, ET Wayne Finance, Inc. to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed Proceeding by reason of the fact that such person is or was a director or officer of the corporation or was serving at the request of the corporation as a director, officer employee or agent of another corporation or other business enterprise, provided that the person acted in good faith, in a manner reasonably believed to be in or not opposed to the best interests of the corporation and without reasonable cause to believe his or her conduct was unlawful, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding. Article 11 of the Certificate of Incorporation, as amended, of ET Wayne Finance, Inc. provides that no director of the corporation shall be liable for monetary damages for breach of fiduciary duty as a director in accordance with the requirements of Section 102(b)(7) of the DGCL. Article 13 of the Certificate of Incorporation, as amended, of ET Wayne Finance, Inc. eliminates the personal liability of its directors to the fullest extent permitted by Section 102(b)(7) of the DGCL.

Officers and directors of ET Capital Corp. and ET Wayne Finance, Inc. are covered under the same liability insurance policies described under “—Ventas, Inc.” above.

ElderTrust Operating Limited Partnership; ET Sub-Berkshire Limited Partnership; ET Sub-Lehigh Limited Partnership; ET Sub-Sanatoga Limited Partnership

ElderTrust Operating Limited Partnership, ET Sub-Berkshire Limited Partnership, ET Sub-Lehigh Limited Partnership and ET Sub-Sanatoga Limited Partnership are organized under the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”). Section 17-108 of the DRULPA provides that, subject to such standards and restrictions in its partnership agreement, if any, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.

Section 7.7 of ElderTrust Operating Limited Partnership’s Second Amended and Restated Agreement of Limited Partnership (as amended, the “ETOP LP Agreement”) requires the partnership to indemnify its general partner, limited partners, trustees, directors or officers and such other persons as the general partner may designate from time to time, in its sole and absolute discretion, to the fullest extent provided by the DRULPA from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including without limitation, attorneys’ fees and other legal fees and expenses), judgments, fines, settlements and other amounts arising from or in connection with any and all Proceedings incurred by such persons and relating to the

II-7

partnership or its general partner or the operation of, or the ownership of property by, any of them as set forth in the ETOP LP Agreement in which any such person may be involved, or is threatened to be involved, as a party or otherwise, unless it is established by a final determination of a court of competent jurisdiction that: (i) the act or omission of such person was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty, (ii) such person actually received an improper personal benefit in money, property or services or (iii) in the case of any criminal proceeding, such person had reasonable cause to believe that the act or omission was unlawful. Without limitation the foregoing indemnity extends to any liability of any such person, pursuant to a loan guarantee, contractual obligation for any indebtedness or other obligation or otherwise, for any indebtedness of the partnership or any of its subsidiaries (including, without limitation, any indebtedness which the partnership or any of its subsidiaries has assumed or taken subject to), and the partnership’s general partner is authorized and empowered, on behalf of the partnership, to enter into one or more indemnity agreements consistent with the ETOP LP Agreement in favor of any of such persons seeking indemnification having or potentially having liability for any such indebtedness. The termination of any proceeding by judgment, order or settlement does not create a presumption that such person did not meet the requisite standard of conduct set forth above. The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that such person acted in a manner contrary to that specified above with respect to the subject matter of such proceeding. Any indemnification made pursuant to the ETOP LP Agreement may be made only out of the assets of the partnership, and any insurance proceeds from the liability policy covering such persons, and neither the partnership’s general partner nor any limited partner has any obligation to contribute to the capital of the partnership or otherwise provide funds to enable the partnership to fund its obligations under Section 7.7 of the ETOP LP Agreement. Section 7.7 of the ETOP LP Agreement also provides that reasonable expenses expected to be incurred by such persons seeking indemnification will be paid or reimbursed by the partnership in advance of the final disposition of any and all claims, demands, actions, suits or proceedings, civil, criminal or investigative made or threatened against such person upon receipt by the partnership of (i) a written affirmation by such person of such person’s good faith belief that the standard of conduct necessary for indemnification by the partnership as described above has been met and (ii) a written undertaking by or on behalf of such person to repay the amount if it shall ultimately be determined that the standard of conduct has not been met. The right to indemnification is in addition to other rights which those seeking indemnification or any other person may be entitled under any agreement, pursuant to any vote of any of the partners, as a matter of law or otherwise, and continues as to the general partner and trustees who have ceased to serve in such capacity unless otherwise provided in a written agreement pursuant to which such person is indemnified. Also pursuant to Section 7.7 of the ETOP LP Agreement, the partnership has the right to purchase and maintain insurance on behalf of such persons against any liability that may be asserted against or expenses that may be incurred by such person in connection with the partnership’s activities, regardless of whether the partnership would have the power to indemnify such person against such liability under the provisions of the ETOP LP Agreement. In no event may a person seeking indemnification subject any of the partnership’s partners to personal liability by reason of the indemnification provision set forth in the ETOP LP Agreement. Notwithstanding anything to the contrary in the ETOP LP Agreement, the partnership’s general partner is not entitled to indemnification for any loss, claim, damage, liability or expense for which the general partner is obligated to indemnify the partnership under any other agreement between the general partnership and the partnership.

The Agreement of Limited Partnership of each of ET Sub-Berkshire Limited Partnership, ET Sub-Lehigh Limited Partnership and ET Sub-Sanatoga Limited Partnership (the “Partnership Agreements”) specify that each partnership may (a) indemnify to the fullest extent permitted by the DRULPA each partner and such partner’s respective affiliates, members, partners and officers in connection with any threatened, pending or completed Proceeding, any appeal therein, or any inquiry or investigation preliminary thereto, arising in connection with the management or conduct of the business or affairs of the applicable partnership or their activities with respect thereto, and (b) pay or reimburse each such person for expenses incurred by it (i) in advance of the final disposition of a Proceeding to which such person was, is or is threatened to be made a party, and (ii) in connection with its appearance as a witness or other participation in any Proceeding. Additionally, each Partnership Agreement provides that the applicable partnership may purchase and maintain insurance to protect

II-8

each partner and such partner’s respective affiliates, members, partners and officer, whether or not the partnership would have the power to indemnify such person. This indemnification obligation is limited to the assets of the partnership and no partner may be required to make a capital contribution in respect thereof. Each Partnership Agreement also provides that the applicable partnership indemnify and reimburse the tax matters partner, which is designated as the general partner of the applicable partnership, for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the partners.

Officers and directors of ElderTrust Operating Limited Partnership, ET Sub-Berkshire Limited Partnership, ET Sub-Lehigh Limited Partnership and ET Sub-Sanatoga Limited Partnership are covered under the same liability insurance policies described under “—Ventas, Inc.” above.

ET Berkshire, LLC; Cabot ALF, L.L.C.; Cleveland ALF, L.L.C.; ET Sub-Heritage Woods, L.L.C.; ET GENPAR, L.L.C.; ET Sub-Lacey I, L.L.C.; ET Lehigh, LLC; ET Sub-Lopatcong, L.L.C.; ET Pennsburg Finance, L.L.C.; ET Sub-Phillipsburg I, L.L.C.; ET Sub-Pleasant View, L.L.C.; ET Sanatoga, LLC; ET Sub-SMOB, L.L.C.; Vernon ALF, L.L.C.; ET Wayne Finance, L.L.C.

ET Berkshire, LLC, Cabot ALF, L.L.C., Cleveland ALF, L.L.C., ET Sub-Heritage Woods, L.L.C., ET GENPAR, L.L.C., ET Sub-Lacey I, L.L.C., ET Lehigh, LLC, ET Sub-Lopatcong, L.L.C., ET Pennsburg Finance, L.L.C., ET Sub-Phillipsburg I, L.L.C., ET Sub-Pleasant View, L.L.C., ET Sanatoga, LLC, ET Sub-SMOB, L.L.C., Vernon ALF, L.L.C. and ET Wayne Finance, L.L.C. are each organized under the Delaware Limited Liability Company Act (the “DLLCA”). Section 18-107 of the DLLCA provides that, subject to such standards and restrictions in its limited liability company agreement, if any, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Section 7.5(a) of the Limited Liability Company Agreement (as it may be amended, the “LLC Agreement”) of each of ET Berkshire, LLC, ET Lehigh, LLC and ET Sanatoga, LLC requires the applicable company to indemnify any of its members and officers who was or is a party or is threatened to be made a party to a threatened, pending or completed Proceeding other than an action by or in the right of the company, where such person is a party because such person is or was a member or officer of the company. The applicable company must indemnify its members against expenses, including attorneys’ fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the members in connection with a Proceeding relating to acts or omissions of that person regarding actions that are prohibited to be taken by the company under the applicable LLC Agreement so long as certain specified liabilities are outstanding. Section 7.5(b) of each LLC Agreement provides that the applicable company shall indemnify each member or officer against expenses, including attorneys’ fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the Proceeding. To the fullest extent permitted by law, the applicable company shall indemnify each of its members or officers who acted in good faith and did not engage in willful misconduct or gross negligence. With respect to a criminal action or proceeding, the person must have had no reasonable cause to believe such person’s misconduct was unlawful. Unless ordered by a court, any indemnification permitted under Section 7.5(b) of each LLC Agreement may be made only as the applicable company authorizes in the specific case after a majority vote of its members who are not parties or threatened to be made parties (i) determine that the indemnification is proper under the circumstances because the person to be indemnified has met the applicable standard of conduct and (ii) evaluate the reasonableness of the expense and of the amounts paid in settlement. However, no indemnification may be provided to any member or officer in connection with (a) the receipt of a financial benefit to which the person is not entitled, (b) voting for or assenting to a distribution to members in violation of the LLC Agreement or the DLLCA, (c) a knowing violation of law or (d) acts or omissions of such person constituting willful misconduct or gross negligence. Section 7.5(c) of each LLC Agreement provides that to the extent a member, director or officer of the company has been successful on the merits, or otherwise in defense of any claim, issue or other matter in such Proceeding, such person shall be indemnified against actual and reasonable expenses, including reasonable attorneys’ fees,

II-9

incurred by such person in connection with the Proceeding and any Proceeding brought to enforce such mandatory indemnification.

Section 8(b) of the Operating Agreement (as it may be amended, the “Operating Agreement”) of each of Cabot ALF, L.L.C., Cleveland ALF, L.L.C., ET GENPAR, L.L.C., ET Sub-Heritage Woods, L.L.C., ET Sub-Lacey I, L.L.C., ET Sub-Phillipsburg I, L.L.C. and Vernon ALF, L.L.C. requires that the applicable company indemnify its member, partners, or any officers, trustees, directors, employees or agents of any partner in the member, or any officers of the company to the fullest extent permitted by law from and against all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any Proceedings, whether threatened, pending or completed, including appeals, arising out of or incidental to the business or activities or relating to the company and in which any such person may be, or may have been involved, or threatened to be involved, as a party or otherwise, by reason of the fact that the person (i) is or was the member, a partner in the member or an officer, trustee, director, employee or agent of any partner in the member, or an officer of the company, or (ii) is or was serving at the request of the company as director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another business entity, to the fullest extent permitted under the DLLCA, provided that such person remains liable (a) for any breach of such person’s duty of loyalty to the company or its member or (b) for acts or omissions which involve intentional misconduct, gross negligence or a knowing violation of law. Any repeal or amendment of Section 8 of each Operating Agreement is prospective only. Such person’s right includes the right to be paid by the company expenses incurred investigating or defending any such Proceeding in advance of its final disposition to the maximum extent permitted under the DLLCA. Such person may bring a suit against the company if the claim for indemnification or advancement of expenses is not paid by the company in full within 60 days after receipt by the company of a written claim, and such person is also entitled to be paid the expenses of prosecuting such claim. Section 8(b) of each Operating Agreement also provides that, if authorized by the member, the company may purchase and maintain insurance on behalf of any such person to the full extent permitted by the DLLCA.

Section 7.02 of the Amended and Restated Limited Liability Company Operating Agreement, as it may be amended, of each of ET Sub-Lapatcong, L.L.C., ET Sub-Pleasant View, L.L.C. and ET Sub-SMOB L.L.C. and Section 7.02 of the Limited Liability Company Operating Agreement, as it may be amended, of each of ET Pennsburg Finance, L.L.C. and ET Wayne Finance, L.L.C. require the applicable company to indemnify each manager, member, any affiliate of any member, or any officers, directors, shareholders, partners or trustees of the company, any member or affiliates thereof, to the fullest extent permitted by applicable law, for any loss, damage or claim incurred by such person, including reasonable attorneys’ fees, by reason of any act or omission performed or omitted by such person in good faith on behalf of the company and in a manner believed by such person to be within the scope of the authority conferred on such person by the applicable Amended and Restated Limited Liability Company Agreement, as it may be amended, and Limited Liability Company Operating Agreement, as it may be amended, except that no such person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by reason of such person’s gross negligence or willful misconduct with respect to such acts or omissions. Any such indemnity may be provided out of and to the extent of the company’s assets only, after payment of all amounts then due and owing under certain loan documents, and no such person shall have any personal liability on account thereof. Such Section 7.02 also requires the company to purchase and maintain insurance, to the extent and in such amounts as the managers determine to be commercially reasonable, on behalf of such persons, against any liability that may be asserted against or expense that may be incurred by such person in connection with the activities of the company. The company may enter into indemnity contracts with such persons or other indemnities and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations and containing such other procedures regarding indemnification as are appropriate. Additionally, such Section 7.02 provides that the company may (and with respect to the independent member and/or the independent manager, as applicable, shall) advance expenses (including attorneys’ fees) incurred by such person in advance of the final disposition of a Proceeding upon the receipt of a written undertaking by or on behalf of such person to repay such amount if it is ultimately determined that such person is not entitled to indemnification.

II-10

Officers and directors of ET Berkshire, LLC, Cabot ALF, L.L.C., Cleveland ALF, L.L.C., ET Sub-Heritage Woods, L.L.C., ET GENPAR, L.L.C., ET Sub-Lacey I, L.L.C., ET Lehigh, LLC, ET Sub-Lopatcong, L.L.C., ET Pennsburg Finance, L.L.C., ET Sub-Phillipsburg I, L.L.C., ET Sub-Pleasant View, L.L.C., ET Sanatoga, LLC, ET Sub-SMOB, L.L.C., Vernon ALF, L.L.C. and ET Wayne Finance, L.L.C. are covered under the same liability insurance policies described under “—Ventas, Inc.” above.

Maryland

ElderTrust

Section 8.4 of the Amended and Restated Declaration of Trust of ElderTrust grants ElderTrust the power to obligate itself to indemnify, and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to its shareholders, trustees, or officers to the maximum extent permitted by Maryland law, from all claims and liabilities to which such person may become subject by reason of his being or having been a shareholder, trustee, officer, employee or agent of ElderTrust. Additionally, Article XII of ElderTrust’s Amended and Restated Bylaws provides that, to the maximum extent permitted by Maryland law, ElderTrust will indemnify any of its trustees, officers or shareholders or any former trustee, officer or shareholder of ElderTrust who has been successful, on the merits or otherwise, in the defense of a proceeding to which he was made a party by reason of service in such capacity, against reasonable expenses incurred by him in connection with the proceeding. Article XII also provides that ElderTrust will indemnify any of its trustees or officers or any former trustee or officer against any claim or liability to which he may become subject by reason of such status unless it is established that (i) his act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, (ii) he actually received an improper personal benefit in money, property or services, or (iii) in the case of a criminal proceeding, he had reasonable cause to believe that his act or omission was unlawful. Article XII also provides that ElderTrust will indemnify each shareholder or former shareholder against any claim or liability to which he may become subject by reason of such status. In addition, ElderTrust will, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse, in advance of final disposition of a proceeding, reasonable expenses incurred by any of its trustees, officers or shareholders or former trustees, officers or shareholders made a party to a proceeding by reason of such status, provided that, in the case of a trustee or officers of ElderTrust, ElderTrust must have received (i) a written affirmation by the trustee or officer of his good faith belief that he has met the applicable standard of conduct necessary for indemnification by ElderTrust as authorized by its Amended and Restated Bylaws and (ii) a written undertaking by such trustee or officer or on his behalf to repay the amount paid or reimbursed by ElderTrust if it is ultimately determined that the applicable standard of conduct was not met. ElderTrust may, with the approval of its trustees, provide such indemnification or payment or reimbursement of expenses to any of its trustees, officers or shareholders or former trustees, officers or shareholders who served a predecessor of ElderTrust and to any employee or agent of ElderTrust or a predecessor of ElderTrust. Article XII of ElderTrust’s Amended and Restated Bylaws also provides that any indemnification or payment or reimbursement of the expenses permitted by such bylaws must be furnished in accordance with the procedures set forth in Section 2-418 of the Maryland General Corporation Law (the “MGCL”). ElderTrust may provide to its trustees, officers and shareholders such other and further indemnification or payment or reimbursement of expenses, as the case may be, to the fullest extent permitted under the MGCL for directors of Maryland corporations.

The MGCL permits a Maryland real estate investment trust (a “Maryland REIT”) (unless its declaration provides otherwise, which ElderTrust’s Amended and Restated Declaration of Trust does not) to indemnify a director, trustee or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he is made a party by reason of his service in that capacity. The MGCL permits a Maryland REIT to indemnify its present and former trustees and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the trustee or officer was material to the matter giving rise to the proceeding and (i) was

II-11

committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the trustee or officer actually received an improper personal benefit in money, property or services, or (c) in the case of a criminal proceeding, the trustee or officer had reasonable cause to believe that the act or omission was unlawful. However, under the MGCL, a Maryland REIT may not indemnify for an adverse judgment in a suit by or in the right of the Maryland REIT or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case, a court orders indemnification and then only for expenses. Additionally, the MGCL permits a Maryland REIT to advance reasonable expenses to a trustee or officer upon the receipt by the Maryland REIT of (a) a written affirmation by the trustee or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by the Maryland REIT and (b) a written undertaking by or on his behalf to repay the amount paid or reimbursed by the Maryland REIT if it shall ultimately be determined that the standard of conduct was not met.

Officers and trustees of ElderTrust are covered under the same liability insurance policies described under “—Ventas, Inc.” above.

Pennsylvania

ET Sub-Highgate, L.P.

ET Sub-Highgate, L.P. is organized under the Pennsylvania Revised Uniform Limited Partnership Act (the “PRULPA”). Section 8510 of the PRULPA provides that subject to the partnership agreement, a limited partnership may indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever. Indemnification may not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Indemnification may be granted for any action taken and may be made whether or not the limited partnership would have the power to indemnify the person under any other provision of law and whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the limited partnership. Expenses incurred by a partner or other person in defending any action or proceeding against which indemnification may be made pursuant to Section 8510 may be paid by the limited partnership in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the limited partnership. The indemnification and advancement of expenses provided, or granted pursuant to, Section 8510 of the PRULPA shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to serve in the capacity as to which he was indemnified and shall inure to the benefit of the heirs, executors and administrators of such person. Without regard to whether indemnification or advancement of expenses is provided under Section 8510 of the PRULPA, mandatory indemnification must be provided under Section 8331(2) of the Pennsylvania Associations Code to a partner with respect to payments made, and personal liabilities reasonably incurred, by the partner in the ordinary and proper conduct of the partnership’s business, or for the preservation of its business or property.

Section 7.4 of ET Sub-Highgate, L.P.’s Agreement of Limited Partnership (the “LP Agreement”) requires the partnership to indemnify and hold harmless the general partner, its affiliates and any officers, employees or agents of the partnership, to the fullest extent permitted by law, from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether threatened, pending or completed and whether civil, criminal administrative, arbitrative or investigative, including, without limitation, any appeal to any such claim, demand, action, suit or proceeding and any inquiry or investigation that could lead to such claim, demand, action, suit or proceeding, arising out of or incidental to the ordinary course of business of the partnership or the preservation of its business or properties and in which any indemnitee may be, or may have been, involved, or threatened to be involved, as a party or otherwise, by reason of the fact that he, she or it (i) is or was the general partner, an affiliate of the general partner or an officer, employee or agent of the partnership or (ii) is or was serving at the

II-12

request of the partnership as a director, officer, member, general or limited partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, limited liability company, joint venture, partnership, limited partnership, sole proprietorship, trust, employee benefit plan or other enterprise, to the fullest extent permitted by PRULPA, regardless of whether the indemnitee continues to be the general partner, an affiliate of the general partner or an officer, employee or agent of the partnership, at the time any such liability or expense is paid or incurred; provided, however, that Section 7.4 shall not eliminate or limit the liability of an indemnitee for any breach of his or her duties to the partnership as set forth in certain provisions of the LP Agreement. Additionally, any right of an indemnitee under Section 7.4 of the LP Agreement is a contract right and shall run to the benefit of the indemnitee. Any repeal or amendment of Section 7.4 of the LP Agreement is prospective only and will not limit the rights of any such indemnitee or the obligations of the partnership with respect to any claim arising from or related to the status or the services of such indemnitee in any of the foregoing capacities prior to any such repeal or amendment to Section 7.4. These rights include the right to be paid by the partnership expenses incurred in investigating or defending any such proceeding in advance of its final disposition to the maximum extent permitted under PRULPA. If a claim for indemnification or advancement or expenses is not paid in full by the partnership within 60 days after a written claim has been received by the partnership, the claimant may at any time thereafter bring suit against the partnership to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. Section 7.4 of the LP Agreement further provides that it shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under PRULPA, but the burden of proving such defense shall be on the partnership. Neither the failure of the partnership to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the indemnitee is permissible in the circumstances nor an actual determination by the partnership that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event of the death of any indemnitee, such right shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights conferred by Section 7.4 of the LP Agreement are not exclusive of any other right which any indemnitee may have or thereafter acquire under any statute, resolution, agreement or otherwise. In addition, Section 7.4 of the LP Agreement provides that, if authorized by the general partner, the partnership may purchase and maintain insurance on behalf of any indemnitee to the fullest extent permitted by PRULPA.

Officers and directors of ET Sub-Highgate, L.P. are covered under the same liability insurance policies described under “—Ventas, Inc.” above.

Virginia

ET Sub-Pennsburg Manor Limited Partnership, L.L.P.; ET Sub-Rittenhouse Limited Partnership, L.L.P.; ET Sub-Riverview Ridge Limited Partnership, L.L.P.; ET Sub-Willowbrook Limited Partnership, L.L.P.; ET Sub-Wayne I Limited Partnership, L.L.P.

ET Sub-Pennsburg Manor Limited Partnership, L.L.P., ET Sub-Rittenhouse Limited Partnership, L.L.P., ET Sub-Riverview Ridge Limited Partnership, L.L.P., ET Sub-Wayne I Limited Partnership, L.L.P., and ET Sub-Willowbrook Limited Partnership, L.L.P. are each organized under the Virginia Revised Uniform Limited Partnership Act (the “VRULPA”) and each has filed a statement of registration as a limited liability partnership. Sections 50-73.99 of the Virginia Uniform Partnership Act and Section 50-73.96 of the VRULPA provide that a partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of business of the partnership or for the preservation of the partnership; however, no person shall be required as a consequence of the indemnification to make any payment for any partnership obligation incurred before the person’s admission as a partner or for debts, obligations or liabilities of, or chargeable to, the partnership, whether sounding in tort, contract or otherwise, that are incurred, created or assumed by the partnership while the partnership is a registered limited liability partnership.

The Amended and Restated Agreement of Limited Partnership of each of ET Sub-Pennsburg Manor Limited Partnership, L.L.P. and ET Sub-Wayne I Limited Partnership, L.L.P. (as amended, the “Pennsburg and Wayne

II-13

Partnership Agreements”) specifies that each partnership shall indemnify, defend and hold harmless each such partnership’s partners, their stockholders, members, owners, partners, directors, officers, employees and agents from and against any loss, liability, damage, cost or expense (including reasonable attorneys’ fees) arising out of or alleged to arise out of any demands, claims, suits, actions or proceedings against any of them in or as a result of or relating to their respective capacities, actions or omissions with respect to the applicable partnership, or otherwise concerning the business or affairs of the applicable partnership including, without limitation, any demands, claims, suits, actions or proceedings, initiated by any of their respective partners; provided, however, that the acts or omissions of each partnership’s general partner shall not be indemnified thereunder to the extent a court of competent jurisdiction finds, upon entry of a final judgment, that the same resulted from gross negligence, willful misconduct, recklessness, malfeasance or fraud. Furthermore, each of the Pennsburg and Wayne Partnership Agreements provides that the rights of indemnification shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which any indemnified party shall be entitled, whether pursuant to the provisions of each of the Pennsburg and Wayne Partnership Agreements, at law or in equity. Indemnification is to be made solely and entirely from the assets of the applicable partnership (excluding all assets of the applicable partners other than those of and attributable to such partner’s interest in the partnership), and no partner shall be personally liable to any indemnified party under Section 12 of each of the Pennsburg and Wayne Partnership Agreements. In addition, any person or entity, when entitled to indemnification pursuant to Section 12 of each of the Pennsburg and Wayne Partnership Agreements, shall be entitled to receive, upon application, advances to cover the costs of defending any proceeding. All rights to indemnification will survive the dissolution of each partnership and the death, retirement, incompetency, insolvency or bankruptcy of any applicable partner.

The Agreement of Limited Partnership of each of ET Sub-Rittenhouse Limited Partnership, L.L.P., ET Sub-Riverview Ridge Limited Partnership, L.L.P. and ET Sub-Willowbrook Limited Partnership, L.L.P. (the “Rittenhouse, Riverview Ridge and Willowbrook Partnership Agreements”) requires each partnership to indemnify and hold harmless its respective general partner, its affiliates and any officers, employees or agents of the partnership, to the fullest extent permitted by law, from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether threatened, pending or completed and whether civil, criminal, administrative, arbitrative or investigative, including, without limitation, any appeal to any such claim, demand, action, suit or proceeding and any inquiry or investigation that could lead to such claim, demand, action, suit or proceeding, arising out of or incidental to the ordinary course of business of such partnership or the preservation of its business or properties and in which any indemnitee may be, or may have been, involved, or threatened to be involved, as a party or otherwise, by reason of the fact that he, she or it (i) is or was the general partner, an affiliate of the general partner or an officer, employee or agent of such partnership or (ii) is or was serving at the request of such partnership as a director, officer, member, general or limited partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, limited liability company, joint venture, partnership, limited partnership, sole proprietorship, trust, employee benefit plan or other enterprise, to the fullest extent permitted by the VRULPA, regardless of whether the indemnitee continues to be the general partner, an affiliate of the general partner or an officer, employee or agent of such partnership, at the time any such liability or expense is paid or incurred; provided, however, that Section 7.4 of each of the applicable Rittenhouse, Riverview Ridge and Willowbrook Partnership Agreements shall not eliminate or limit the liability of an indemnitee for any breach of his or her duties to the applicable partnership as set forth in certain provisions of the Rittenhouse, Riverview Ridge and Willowbrook Partnership Agreements. Additionally, any right of an indemnitee under Section 7.4 of each of the Rittenhouse, Riverview Ridge and Willowbrook Partnership Agreements is a contract right and shall run to the benefit of the indemnitee. Any repeal or amendment of Section 7.4 of each of the Rittenhouse, Riverview Ridge and Willowbrook Partnership Agreements is prospective only and will not limit the rights of any such indemnitee or the obligations of the applicable partnership with respect to any claim arising from or related to the status or the services of such indemnitee in any of the foregoing capacities prior to any such repeal or amendment to Section 7.4 of each of the Rittenhouse, Riverview Ridge and Willowbrook Partnership Agreements. These rights include the right to be paid by the applicable partnership

II-14

expenses incurred in investigating or defending any such proceeding in advance of its final disposition to the maximum extent permitted under the VRULPA. If a claim for indemnification or advancement or expenses is not paid in full by the applicable partnership within 60 days after a written claim has been received by such partnership, the claimant may at any time thereafter bring suit against such partnership to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. Section 7.4 of each of the Rittenhouse, Riverview Ridge and Willowbrook Partnership Agreements further provides that it shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under the VRULPA, but the burden of proving such defense shall be on the applicable partnership. Neither the failure of the applicable partnership to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the indemnitee is permissible in the circumstances nor an actual determination by such partnership that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event of the death of any indemnitee, such right shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights conferred by Section 7.4 of each of the Rittenhouse, Riverview Ridge and Willowbrook Partnership Agreements are not exclusive of any other right which any indemnitee may have or thereafter acquire under any statute, resolution, agreement or otherwise. In addition, Section 7.4 of each of the Rittenhouse, Riverview Ridge and Willowbrook Partnership Agreements provides that, if authorized by the general partner, the applicable partnership may purchase and maintain insurance on behalf of any indemnitee to the fullest extent permitted by the VRULPA.

Officers and directors of ET Sub-Pennsburg Manor Limited Partnership, L.L.P.; ET Sub-Rittenhouse Limited Partnership, L.L.P.; ET Sub-Riverview Ridge Limited Partnership, L.L.P.; Et Sub-Willowbrook Limited Partnership, L.L.P.; ET Sub-Wayne I Limited Partnership, L.L.P. are covered under the same liability insurance policies described under “—Ventas, Inc.” above.

II-15

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits

Exhibit No.	Description
3.1.1	Certificate of Incorporation of Ventas, Inc., as amended (incorporated herein by reference to Exhibit 3 to Ventas, Inc.’s Form 10-Q for the quarterly period ended September 30, 1995).
3.1.2	Certificate of Amendment to Certificate of Incorporation of Ventas, Inc. (incorporated herein by reference to Exhibit 3.1 to Ventas, Inc.’s Form 10-Q for the quarterly period ended June 30, 1998).
3.1.3	Third Amended and Restated Bylaws of Ventas, Inc. (incorporated herein by reference to Exhibit 3.2 to Ventas, Inc.’s Form 10-K for the year ended December 31, 1997).
3.2.1	Certificate of Limited Partnership of Ventas Realty, Limited Partnership (incorporated herein by reference to Exhibit 3.1 to Ventas, Inc.’s Registration Statement on Form S-4, Registration No. 333-89312, as amended).
3.2.2	Certificate of Amendment to the Certificate of Limited Partnership of Ventas Realty, Limited Partnership (incorporated herein by reference to Exhibit 3.2 to Ventas, Inc.’s Registration Statement on Form S-4, Registration No. 333-89312, as amended).
3.2.3	First Amended and Restated Agreement of Limited Partnership of Ventas Realty, Limited Partnership, dated as of January 31, 2000 (incorporated herein by reference to Exhibit 3.5 to Ventas, Inc.’s Registration Statement on Form S-4, Registration No. 333-89312, as amended).
3.3.1	Certificate of Incorporation of Ventas Capital Corporation (incorporated herein by reference to Exhibit 3.3 to Ventas, Inc.’s Registration Statement on Form S-4, Registration No. 333-89312, as amended).
3.3.2	Certificate of Change of Registered Agent and Registered Office of Ventas Capital Corporation.
3.3.3	By-laws of Ventas Capital Corporation (incorporated herein by reference to Exhibit 3.6 to Ventas, Inc.’s Registration Statement on Form S-4, Registration No. 333-89312, as amended).
3.4.1	Certificate of Formation of Ventas LP Realty, L.L.C. (incorporated herein by reference to Exhibit 3.4 to Ventas, Inc.’s Registration Statement on Form S-4, Registration No. 333-89312, as amended).
3.4.2	Limited Liability Company Agreement of Ventas LP Realty, L.L.C., dated February 24, 2000 (incorporated herein by reference to Exhibit 3.8 to Ventas, Inc.’s Registration Statement on Form S-4, Registration No. 333-89312, as amended).
3.5.1	Certificate of Incorporation of Ventas Healthcare Properties, Inc.
3.5.2	By-laws of Ventas Healthcare Properties, Inc.
3.6.1	Certificate of Formation of Ventas TRS, LLC.
3.6.2	Operating Agreement of Ventas TRS, LLC, dated November 8, 2002.
3.7.1	Amended and Restated Declaration of Trust of ElderTrust.
3.7.2	Articles Supplementary of ElderTrust (incorporated herein by reference to Exhibit 3.2 to ElderTrust’s Form 10-K for the year ended December 31, 2002).
3.7.3	Amended and Restated Bylaws of ElderTrust (incorporated herein by reference to Exhibit 3.2 to ElderTrust’s Form 10-K for the year ended December 31, 1997).
3.8.1	Amended and Restated Certificate of Limited Partnership of ElderTrust Operating Limited Partnership.
3.8.2	Second Amended and Restated Agreement of Limited Partnership of ElderTrust Operating Limited Partnership (incorporated herein by reference to Exhibit 10.1 to ElderTrust’s Form 10-K for the year ended December 31, 1997).
3.8.3	Second Amendment to Second Amended and Restated Agreement of Limited Partnership of ElderTrust Operating Limited Partnership, dated October 13, 1999 (incorporated herein by reference to Exhibit 3.2 to ElderTrust’s Form 10-K for the year ended December 31, 1999).

II-16

Exhibit No.	Description
3.9.1	Certificate of Incorporation of ET Capital Corp.
3.9.2	Bylaws of ET Capital Corp.
3.10.1	Certificate of Limited Partnership of ET Sub-Berkshire Limited Partnership.
3.10.2	Agreement of Limited Partnership of ET Sub-Berkshire Limited Partnership, dated January 24, 2001.
3.11.1	Certificate of Formation of ET Berkshire, LLC (formerly ET Dover I, L.L.C.).
3.11.2	Certificate of Amendment to Certificate of Formation of ET Berkshire, LLC (formerly ET Dover I, L.L.C.).
3.11.3	Limited Liability Company Agreement of ET Berkshire, LLC (formerly ET Dover I, L.L.C.), dated January 24, 2001.
3.11.4	First Amendment to Limited Liability Company Agreement of ET Berkshire, LLC, dated August 29, 2002.
3.11.5	Second Amendment to Limited Liability Company Agreement of ET Berkshire, LLC, dated February 5, 2004.
3.12.1	Certificate of Formation of Cabot ALF, L.L.C.
3.12.2	Operating Agreement of Cabot ALF, L.L.C., dated October 23, 1998.
3.12.3	First Amendment to Operating Agreement of Cabot ALF, L.L.C., dated January 24, 2000.
3.13.1	Certificate of Formation of Cleveland ALF, L.L.C.
3.13.2	Operating Agreement of Cleveland ALF, L.L.C., dated October 23, 1998.
3.13.3	First Amendment to Operating Agreement of Cleveland ALF, L.L.C., dated January 24, 2000.
3.14.1	Certificate of Formation of ET Sub-Heritage Woods, L.L.C.
3.14.2	Limited Liability Company Agreement of ET Sub-Heritage Woods, L.L.C., dated January 30, 1998.
3.15.1	Amended and Restated Certificate of Limited Partnership of ET Sub-Highgate, L.P.
3.15.2	Agreement of Limited Partnership of ET Sub-Highgate, L.P., dated January 30, 1998.
3.16.1	Certificate of Formation of ET GENPAR, L.L.C.
3.16.2	Limited Liability Company Agreement of ET GENPAR, L.L.C., dated January 30, 1998.
3.17.1	Certificate of Formation of ET Sub-Lacey I, L.L.C.
3.17.2	Limited Liability Company Agreement of ET Sub-Lacey I, L.L.C., dated January 30, 1998.
3.18.1	Certificate of Limited Partnership of ET Sub-Lehigh Limited Partnership.
3.18.2	Agreement of Limited Partnership of ET Sub-Lehigh Limited Partnership, dated January 24, 2001.
3.19.1	Certificate of Formation of ET Lehigh, LLC (formerly ET Coquina I, L.L.C.).
3.19.2	Certificate of Amendment to Certificate of Formation of ET Lehigh, LLC (formerly ET Coquina I, L.L.C.).
3.19.3	Limited Liability Company Agreement of ET Lehigh, LLC, dated January 24, 2001.
3.19.4	First Amendment to Limited Liability Company Agreement of ET Lehigh, LLC, dated August 29, 2002.
3.19.5	Second Amendment to Limited Liability Company Agreement of ET Lehigh, LLC, dated February 5, 2004.
3.20.1	Certificate of Formation of ET Sub-Lopatcong, L.L.C.
3.20.2	Amended and Restated Limited Liability Company Operating Agreement of ET Sub-Lopatcong, L.L.C., dated November 24, 1999.

II-17

Exhibit No.	Description
3.20.3	Amendment to Amended and Restated Limited Liability Company Agreement of ET Sub-Lopatcong, L.L.C., dated February 5, 2004.
3.21.1	Certificate of Limited Partnership of ET Sub-Pennsburg Manor Limited Partnership, L.L.P.
3.21.2	Amendment to Certificate of Limited Partnership of ET Sub-Pennsburg Manor Limited Partnership, L.L.P.
3.21.3	Amended and Restated Agreement of Limited Partnership of ET Sub-Pennsburg Manor Limited Partnership, L.L.P., dated November 24, 1999.
3.21.4	Amendment to Amended and Restated Agreement of Limited Partnership of ET Sub-Pennsburg Manor Limited Partnership, L.L.P., dated February 5, 2004.
3.22.1	Certificate of Formation of ET Pennsburg Finance, L.L.C.
3.22.2	Limited Liability Company Operating Agreement of ET Pennsburg Finance, L.L.C., dated November 24, 1999.
3.22.3	Amendment to Limited Liability Company Agreement of ET Pennsburg Finance, L.L.C., dated February 5, 2004.
3.23.1	Certificate of Formation of ET Sub-Phillipsburg I, L.L.C.
3.23.2	Limited Liability Company Agreement of ET Sub-Phillipsburg I, L.L.C., dated January 30, 1998.
3.24.1	Certificate of Formation of ET Sub-Pleasant View, L.L.C.
3.24.2	Amended and Restated Limited Liability Company Operating Agreement of ET Sub-Pleasant View, L.L.C., dated September 9, 1999.
3.25.1	Certificate of Limited Partnership of ET Sub-Rittenhouse Limited Partnership, L.L.P.
3.25.2	Agreement of Limited Partnership of ET Sub-Rittenhouse Limited Partnership, L.L.P., dated January 30, 1998.
3.26.1	Certificate of Limited Partnership of ET Sub-Riverview Ridge Limited Partnership, L.L.P.
3.26.2	Agreement of Limited Partnership of ET Sub-Riverview Ridge Limited Partnership, L.L.P., dated January 30, 1998.
3.27.1	Certificate of Limited Partnership of ET Sub-Sanatoga Limited Partnership.
3.27.2	Agreement of Limited Partnership of ET Sub-Sanatoga Limited Partnership, dated January 24, 2001.
3.28.1	Certificate of Formation of ET Sanatoga, LLC (formerly ET Salisbury I, L.L.C.).
3.28.2	Certificate of Amendment to Certificate of Formation of ET Sanatoga, LLC (formerly ET Salisbury I, L.L.C.).
3.28.3	Limited Liability Company Agreement of ET Sanatoga, LLC, dated January 24, 2001.
3.28.4	First Amendment to Limited Liability Company Agreement of ET Sanatoga, LLC, dated August 29, 2002.
3.28.5	Second Amendment to Limited Liability Company Agreement of ET Sanatoga, LLC, dated February 5, 2004.
3.29.1	Certificate of Formation of ET Sub-SMOB, L.L.C.
3.29.2	Amended and Restated Limited Liability Company Operating Agreement of ET Sub-SMOB, L.L.C., dated September 9, 1999.
3.29.3	Amendment to Amended and Restated Limited Liability Company Agreement of ET Sub-SMOB, L.L.C., dated February 5, 2004.
3.30.1	Certificate of Formation of Vernon ALF, L.L.C.
3.30.2	Operating Agreement of Vernon ALF, L.L.C., dated October 23, 1998.
3.30.3	First Amendment to Operating Agreement of Vernon ALF, L.L.C., dated January 24, 2000.
3.31.1	Certificate of Limited Partnership of ET Sub-Willowbrook Limited Partnership, L.L.P.

II-18

Exhibit No.	Description
3.31.2	Agreement of Limited Partnership of ET Sub-Willowbrook Limited Partnership, L.L.P., dated January 30, 1998.
3.32.1	Certificate of Limited Partnership of ET Sub-Wayne I Limited Partnership, L.L.P.
3.32.2	Amendment to Certificate of Limited Partnership of ET Sub-Wayne I Limited Partnership, L.L.P.
3.32.3	Amended and Restated Agreement of Limited Partnership of ET Sub-Wayne I Limited Partnership, L.L.P., dated November 24, 1999.
3.32.4	Amendment to Amended and Restated Agreement of Limited Partnership of ET Sub-Wayne I Limited Partnership, L.L.P., dated May 26, 2004.
3.33.1	Certificate of Formation of ET Wayne Finance, L.L.C.
3.33.2	Limited Liability Company Operating Agreement of ET Wayne Finance, L.L.C., dated November 24, 1999.
3.33.3	Amendment to Limited Liability Company Agreement of ET Wayne Finance, L.L.C., dated May 26, 2004.
3.34.1	Certificate of Incorporation of ET Wayne Finance, Inc.
3.34.2	Certificate of Amendment to the Certificate of Incorporation of ET Wayne Finance, Inc.
3.34.3	Bylaws of ET Wayne Finance, Inc.
4.1	Indenture, dated October 15, 2004, by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, the Guarantors named therein, as Guarantors, and U.S. Bank National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 of Ventas, Inc.’s Form 8-K filed October 15, 2004).
4.2	Registration Rights Agreement, dated as of October 15, 2004, by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc. and Ventas LP Realty, L.L.C., as Guarantors, and Banc of America Securities LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC, as Initial Purchasers (incorporated herein by reference to Exhibit 4.2 of Ventas, Inc.’s Form 8-K filed October 15, 2004).
5.1	Opinion of Willkie Farr & Gallagher LLP.*
12.1	Statement Re: Computation of Ratio of Earnings to Fixed Charges.
23.1	Consent of Willkie Farr & Gallagher (included in the opinion filed as Exhibit 5.1 hereto).*
23.2	Consent of Ernst & Young LLP.
23.3	Consent of KPMG LLP.
24.1	Powers of Attorney (included on the signature pages hereto).
25.1	Statement of Eligibility of Trustee on Form T-1 relating to the 6 5/8% Senior Notes due 2014 and related guarantees.
99.1	Form of Letter of Transmittal relating to the 6 5/8% Senior Notes due 2014.*
99.2	Form of Notice of Guaranteed Delivery relating to the 6 5/8% Senior Notes due 2014.*
99.3	Form of Letter to Clients relating to the 6 5/8% Senior Notes due 2014.*
99.4	Form of Letter to Nominees relating to the 6 5/8% Senior Notes due 2014.*
99.5	Guidelines for Certification of Taxpayer Identification Number.*

* To be filed by amendment.

II-19

(b) Financial Statement Schedules

Schedule III—Real Estate and Accumulated Depreciation (incorporated herein by reference to Ventas, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2003).

Item 22. Undertakings

The undersigned registrants hereby undertake that, for the purposes of determining any liability under the Securities Act of 1933, each filing of a registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants, pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by any such director, officer or controlling person in connection with the securities being registered, the applicable registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether or not such indemnification is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication so such issue.

The undersigned registrants hereby undertake that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

VENTAS, INC.
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	Chairman of the Board, Chief Executive Officer and President

The undersigned officers and directors of Ventas, Inc., hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	Chairman of the Board, Chief Executive Officer, President and Director (Principal Executive Officer)	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer and Controller	November 19, 2004
/s/    DOUGLAS CROCKER II         Douglas Crocker II	Director	November 19, 2004
/s/    RONALD G. GEARY         Ronald G. Geary	Director	November 19, 2004
/s/    JAY M. GELLERT         Jay M. Gellert	Director	November 19, 2004
/s/    CHRISTOPHER T. HANNON         Christopher T. Hannon	Director	November 19, 2004

II-21

Signature	Title	Date
/s/    SHELI Z. ROSENBERG         Sheli Z. Rosenberg	Director	November 19, 2004
/s/    THOMAS C. THEOBALD         Thomas C. Theobald	Director	November 19, 2004

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

VENTAS REALTY, LIMITED PARTNERSHIP
By:	VENTAS, INC., its General Partner
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	Chairman of the Board, President and Chief Executive Officer

The undersigned officers and directors of Ventas, Inc., corporate general partner of Ventas Realty, Limited Partnership, hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	Chief Executive Officer, President and Director, Chairman of the Board (Principal Executive Officer) of Ventas, Inc., corporate general partner of Ventas Realty, Limited Partnership	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Senior Vice President and Chief Financial Officer (Principal Financial Officer) of Ventas, Inc., corporate general partner of Ventas Realty, Limited Partnership	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer and Controller of Ventas, Inc., corporate general partner of Ventas Realty, Limited Partnership	November 19, 2004
/s/    DOUGLAS CROCKER II         Douglas Crocker II	Director of Ventas, Inc., corporate general partner of Ventas Realty, Limited Partnership	November 19, 2004

II-23

Signature	Title	Date
/s/     RONALD G. GEARY         Ronald G. Geary	Director of Ventas, Inc., corporate general partner of Ventas Realty, Limited Partnership	November 19, 2004
/s/    JAY M. GELLERT         Jay M. Gellert	Director of Ventas, Inc., corporate general partner of Ventas Realty, Limited Partnership	November 19, 2004
/s/    CHRISTOPHER T. HANNON         Christopher T. Hannon	Director of Ventas, Inc., corporate general partner of Ventas Realty, Limited Partnership	November 19, 2004
/s/    SHELI Z. ROSENBERG         Sheli Z. Rosenberg	Director of Ventas, Inc., corporate general partner of Ventas Realty, Limited Partnership	November 19, 2004
/s/    THOMAS C. THEOBALD         Thomas C. Theobald	Director of Ventas, Inc., corporate general partner of Ventas Realty, Limited Partnership	November 19, 2004

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

VENTAS CAPITAL CORPORATION
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President and Chief Executive Officer

The undersigned officers and directors of Ventas Capital Corporation hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President, Chief Executive Officer and Director (Principal Executive Officer)	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer	November 19, 2004
/s/    T. RICHARD RINEY         T. Richard Riney	Director	November 19, 2004
/s/    BRIAN K. WOOD         Brian K. Wood	Director	November 19, 2004

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

VENTAS LP REALTY, L.L.C.
By:	VENTAS, INC., its Sole Member
By:	/s/     DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	Chairman of the Board, President and Chief Executive Officer

The undersigned officers and directors of Ventas, Inc., sole member of Ventas LP Realty, L.L.C, hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	Chairman of the Board, Chief Executive Officer, President and Director (Principal Executive Officer) of Ventas, Inc., Sole Member of Ventas LP Realty, L.L.C.	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Senior Vice President and Chief Financial Officer (Principal Financial Officer) of Ventas, Inc., Sole Member of Ventas LP Realty, L.L.C.	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer and Controller of Ventas, Inc., Sole Member of Ventas LP Realty, L.L.C.	November 19, 2004
/s/    DOUGLAS CROCKER II         Douglas Crocker II	Director of Ventas, Inc., Sole Member of Ventas LP Realty, L.L.C.	November 19, 2004

II-26

Signature	Title	Date
/s/    RONALD G. GEARY         Ronald G. Geary	Director of Ventas, Inc., Sole Member of Ventas LP Realty, L.L.C.	November 19, 2004
/s/    JAY M. GELLERT         Jay M. Gellert	Director of Ventas, Inc., Sole Member of Ventas LP Realty, L.L.C.	November 19, 2004
/s/    CHRISTOPHER T. HANNON         Christopher T. Hannon	Director of Ventas, Inc., Sole Member of Ventas LP Realty, L.L.C.	November 19, 2004
/s/    SHELI Z. ROSENBERG         Sheli Z. Rosenberg	Director of Ventas, Inc., Sole Member of Ventas LP Realty, L.L.C.	November 19, 2004
/s/    THOMAS C. THEOBALD         Thomas C. Theobald	Director of Ventas, Inc., Sole Member of Ventas LP Realty, L.L.C.	November 19, 2004

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

VENTAS HEALTHCARE PROPERTIES, INC.
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President and Chief Executive Officer

The undersigned officers and directors of Ventas Healthcare Properties, Inc. hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President, Chief Executive Officer and Director (Principal Executive Officer and Principal Financial Officer)	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer	November 19, 2004
/s/    T. RICHARD RINEY         T. Richard Riney	Director	November 19, 2004
/s/    BRIAN K. WOOD         Brian K. Wood	Director	November 19, 2004

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

VENTAS TRS, LLC
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President

The undersigned officers of Ventas TRS, LLC and directors of Ventas, Inc., corporate general partner of Ventas Realty, Limited Partnership, sole member of Ventas TRS, LLC, hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President and Chief Executive Officer (Principal Executive Officer) of Ventas TRS, LLC and Director of Ventas, Inc., corporate general partner of Ventas Realty, Limited Partnership, sole member of Ventas TRS, LLC	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Senior Vice President (Principal Financial Officer) of Ventas TRS, LLC	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer of Ventas TRS, LLC	November 19, 2004
/s/    DOUGLAS CROCKER II         Douglas Crocker II	Director of Ventas, Inc., corporate general partner of Ventas Realty, Limited Partnership, sole member of Ventas TRS, LLC	November 19, 2004
/s/    RONALD G. GEARY         Ronald G. Geary	Director of Ventas, Inc., corporate general partner of Ventas Realty, Limited Partnership, sole member of Ventas TRS, LLC	November 19, 2004

II-29

Signature	Title	Date
/s/    JAY M. GELLERT         Jay M. Gellert	Director of Ventas, Inc., corporate general partner of Ventas Realty, Limited Partnership, sole member of Ventas TRS, LLC	November 19, 2004
/s/    CHRISTOPHER T. HANNON         Christopher T. Hannon	Director of Ventas, Inc., corporate general partner of Ventas Realty, Limited Partnership, sole member of Ventas TRS, LLC	November 19, 2004
/s/    SHELI Z. ROSENBERG         Sheli Z. Rosenberg	Director of Ventas, Inc., corporate general partner of Ventas Realty, Limited Partnership, sole member of Ventas TRS, LLC	November 19, 2004
/s/    THOMAS C. THEOBALD         Thomas C. Theobald	Director of Ventas, Inc., corporate general partner of Ventas Realty, Limited Partnership, sole member of Ventas TRS, LLC	November 19, 2004

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

ELDERTRUST
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President and Chief Executive Officer

The undersigned officers and trustee of ElderTrust hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President and Chief Executive Officer (Principal Executive Officer)	November 19, 2004
/s/    RICHARD A. SCHWEINHART       Richard A. Schweinhart	Chief Financial Officer (Principal Financial Officer)	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer	November 19, 2004
/s/    T. RICHARD RINEY         T. Richard Riney	Trustee	November 19, 2004

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

ELDERTRUST OPERATING LIMITED PARTNERSHIP
By:	ELDERTRUST, its general partner
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President and Chief Executive Officer

The undersigned officers and trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President and Chief Executive Officer (Principal Executive Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Chief Financial Officer (Principal Financial Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership	November 19, 2004
/s/    T. RICHARD RINEY         T. Richard Riney	Trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership	November 19, 2004

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

ET CAPITAL CORP.
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President and Chief Executive Officer

The undersigned officers and directors of ET Capital Corp. hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President and Chief Executive Officer (Principal Executive Officer)	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Chief Financial Officer and Director (Principal Financial Officer)	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer	November 19, 2004
/s/    BRIAN K. WOOD         Brian K. Wood	Vice President and Treasurer and Director	November 19, 2004
/s/    T. RICHARD RINEY         T. Richard Riney	Director	November 19, 2004

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

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/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President and Chief Executive Officer

The undersigned officers and trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Berkshire, LLC, general partner of ET Sub-Berkshire Limited Partnership hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President and Chief Executive Officer (Principal Executive Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Berkshire, LLC, general partner of ET Sub-Berkshire Limited Partnership	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Chief Financial Officer (Principal Financial Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Berkshire, LLC, general partner of ET Sub-Berkshire Limited Partnership	November 19, 2004

II-34

Signature	Title	Date
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Berkshire, LLC, general partner of ET Sub-Berkshire Limited Partnership	November 19, 2004
/s/    T. RICHARD RINEY         T. Richard Riney	Trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Berkshire, LLC, general partner of ET Sub-Berkshire Limited Partnership	November 19, 2004

II-35

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

ET BERKSHIRE, LLC
By:	ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member
By:	ELDERTRUST, its general partner
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President and Chief Executive Officer

The undersigned officers and trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Berkshire, LLC hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President and Chief Executive Officer (Principal Executive Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Berkshire, LLC	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Chief Financial Officer (Principal Financial Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Berkshire, LLC	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Berkshire, LLC	November 19, 2004

II-36

Signature	Title	Date
/s/    T. RICHARD RINEY         T. Richard Riney	Trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Berkshire, LLC	November 19, 2004

II-37

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

CABOT ALF, L.L.C.
By:	ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member
By:	ELDERTRUST, its general partner
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President and Chief Executive Officer

The undersigned officers and trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of Cabot ALF, L.L.C. hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President and Chief Executive Officer (Principal Executive Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of Cabot ALF, L.L.C.	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Chief Financial Officer (Principal Financial Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of Cabot ALF, L.L.C.	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of Cabot ALF, L.L.C.	November 19, 2004

II-38

Signature	Title	Date
/s/    T. RICHARD RINEY         T. Richard Riney	Trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of Cabot ALF, L.L.C.	November 19, 2004

II-39

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

CLEVELAND ALF, L.L.C.
By:	ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member
By:	ELDERTRUST, its general partner
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President and Chief Executive Officer

The undersigned officers and trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of Cleveland ALF, L.L.C. hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President and Chief Executive Officer (Principal Executive Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of Cleveland ALF, L.L.C.	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Chief Financial Officer (Principal Financial Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of Cleveland ALF, L.L.C.	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of Cleveland ALF, L.L.C.	November 19, 2004

II-40

Signature	Title	Date
/s/    T. RICHARD RINEY         T. Richard Riney	Trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of Cleveland ALF, L.L.C.	November 19, 2004

II-41

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

ET GENPAR, L.L.C.
By:	ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member
By:	ELDERTRUST, its general partner
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President and Chief Executive Officer

The undersigned officers and trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET GENPAR, L.L.C. hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President and Chief Executive Officer (Principal Executive Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET GENPAR, L.L.C.	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Chief Financial Officer (Principal Financial Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET GENPAR, L.L.C.	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET GENPAR, L.L.C.	November 19, 2004

II-42

Signature	Title	Date
/s/    T. RICHARD RINEY         T. Richard Riney	Trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET GENPAR, L.L.C.	November 19, 2004

II-43

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

ET SUB-HERITAGE WOODS, L.L.C.
By:	ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member
By:	ELDERTRUST, its general partner
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President and Chief Executive Officer

The undersigned officers and trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Sub-Heritage Woods, L.L.C. hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President and Chief Executive Officer (Principal Executive Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Sub-Heritage Woods, L.L.C.	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Chief Financial Officer (Principal Financial Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Sub-Heritage Woods, L.L.C.	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Sub-Heritage Woods, L.L.C.	November 19, 2004

II-44

Signature	Title	Date
/s/    T. RICHARD RINEY         T. Richard Riney	Trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Sub-Heritage Woods, L.L.C.	November 19, 2004

II-45

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

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/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President and Chief Executive Officer

The undersigned officers and trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET GENPAR, L.L.C., general partner of ET Sub-Highgate, L.P. hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President and Chief Executive Officer (Principal Executive Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET GENPAR, L.L.C., general partner of ET Sub-Highgate, L.P.	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Chief Financial Officer (Principal Financial Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET GENPAR, L.L.C., general partner of ET Sub-Highgate, L.P.	November 19, 2004

II-46

Signature	Title	Date
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET GENPAR, L.L.C., general partner of ET Sub-Highgate, L.P.	November 19, 2004
/s/    T. RICHARD RINEY         T. Richard Riney	Trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET GENPAR, L.L.C., general partner of ET Sub-Highgate, L.P.	November 19, 2004

II-47

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

ET SUB-LACEY I, L.L.C.
By:	ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member
By:	ELDERTRUST, its general partner
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President and Chief Executive Officer

The undersigned officers and trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Sub-Lacey I, L.L.C. hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President and Chief Executive Officer (Principal Executive Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Sub-Lacey I, L.L.C.	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Chief Financial Officer (Principal Financial Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Sub-Lacey I, L.L.C.	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Sub-Lacey I, L.L.C.	November 19, 2004

II-48

Signature	Title	Date
/s/    T. RICHARD RINEY         T. Richard Riney	Trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Sub-Lacey I, L.L.C.	November 19, 2004

II-49

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

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/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President and Chief Executive Officer

The undersigned officers and trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Lehigh, LLC, general partner of ET Sub-Lehigh Limited Partnership hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President and Chief Executive Officer (Principal Executive Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Lehigh, LLC, general partner of ET Sub-Lehigh Limited Partnership	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Chief Financial Officer (Principal Financial Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Lehigh, LLC, general partner of ET Sub-Lehigh Limited Partnership	November 19, 2004

II-50

Signature	Title	Date
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Lehigh, LLC, general partner of ET Sub-Lehigh Limited Partnership	November 19, 2004
/s/    T. RICHARD RINEY         T. Richard Riney	Trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Lehigh, LLC, general partner of ET Sub-Lehigh Limited Partnership	November 19, 2004

II-51

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

ET LEHIGH, LLC
By:	ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member
By:	ELDERTRUST, its general partner
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President and Chief Executive Officer

The undersigned officers and trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Lehigh, LLC hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President and Chief Executive Officer (Principal Executive Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Lehigh, LLC	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Chief Financial Officer (Principal Financial Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Lehigh, LLC	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Lehigh, LLC	November 19, 2004

II-52

Signature	Title	Date
/s/    T. RICHARD RINEY         T. Richard Riney	Trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Lehigh, LLC	November 19, 2004

II-53

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

ET SUB-LOPATCONG, L.L.C.
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President

The undersigned officers and managers of ET Sub-Lopatcong, L.L.C. hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President (Principal Executive Officer)	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Treasurer and Manager (Principal Financial Officer)	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer	November 19, 2004
/s/    BRIAN K. WOOD         Brian K. Wood	Manager	November 19, 2004
/s/    T. RICHARD RINEY         T. Richard Riney	Manager	November 19, 2004

II-54

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

ET SUB-PENNSBURG MANOR LIMITED PARTNERSHIP, L.L.P.
By:	ET PENNSBURG FINANCE, L.L.C., its general partner
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President

The undersigned officers and managers of ET Pennsburg Finance, L.L.C., general partner of ET Sub-Pennsburg Manor Limited Partnership, L.L.P. hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President (Principal Executive Officer) of ET Pennsburg Finance, L.L.C., general partner of ET Sub-Pennsburg Manor Limited Partnership, L.L.P.	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Treasurer and Manager (Principal Financial Officer) of ET Pennsburg Finance, L.L.C., general partner of ET Sub-Pennsburg Manor Limited Partnership, L.L.P.	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer of ET Pennsburg Finance, L.L.C., general partner of ET Sub-Pennsburg Manor Limited Partnership, L.L.P.	November 19, 2004

II-55

Signature	Title	Date
/s/    BRIAN K. WOOD         Brian K. Wood	Manager of ET Pennsburg Finance, L.L.C., general partner of ET Sub-Pennsburg Manor Limited Partnership, L.L.P.	November 19, 2004
/s/    T. RICHARD RINEY         T. Richard Riney	Manager of ET Pennsburg Finance, L.L.C., general partner of ET Sub-Pennsburg Manor Limited Partnership, L.L.P.	November 19, 2004

II-56

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

ET PENNSBURG FINANCE, L.L.C.
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President

The undersigned officers and managers of ET Pennsburg Finance, L.L.C. hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President (Principal Executive Officer)	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Treasurer and Manager (Principal Financial Officer)	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer	November 19, 2004
/s/    BRIAN K. WOOD         Brian K. Wood	Manager	November 19, 2004
/s/    T. RICHARD RINEY         T. Richard Riney	Manager	November 19, 2004

II-57

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

ET SUB-PHILLIPSBURG I, L.L.C.
By:	ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member
By:	ELDERTRUST, its general partner
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President and Chief Executive Officer

The undersigned officers and trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Sub-Phillipsburg I, L.L.C. hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President and Chief Executive Officer (Principal Executive Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Sub-Phillipsburg I, L.L.C.	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Chief Financial Officer (Principal Financial Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Sub-Phillipsburg I, L.L.C.	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Sub-Phillipsburg I, L.L.C.	November 19, 2004

II-58

Signature	Title	Date
/s/    T. RICHARD RINEY         T. Richard Riney	Trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Sub-Phillipsburg I, L.L.C.	November 19, 2004

II-59

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

ET SUB-PLEASANT VIEW, L.L.C.
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President and Chief Executive Officer

The undersigned officers and managers of ET Sub-Pleasant View, L.L.C. hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President (Principal Executive Officer)	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Manager and Treasurer (Principal Financial Officer)	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer	November 19, 2004
/s/    BRIAN K. WOOD         Brian K. Wood	Manager	November 19, 2004
/s/    T. RICHARD RINEY         T. Richard Riney	Manager	November 19, 2004

II-60

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

ET SUB-RITTENHOUSE 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/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President and Chief Executive Officer

The undersigned officers and trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET GENPAR, L.L.C., general partner of ET Sub-Rittenhouse Limited Partnership, L.L.P. hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President and Chief Executive Officer (Principal Executive Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET GENPAR, L.L.C., general partner of ET Sub-Rittenhouse Limited Partnership, L.L.P.	November 19, 2004

II-61

Signature	Title	Date
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Chief Financial Officer (Principal Financial Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET GENPAR, L.L.C., general partner of ET Sub-Rittenhouse Limited Partnership, L.L.P.	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET GENPAR, L.L.C., general partner of ET Sub-Rittenhouse Limited Partnership, L.L.P.	November 19, 2004
/s/    T. RICHARD RINEY T. Richard Riney	Trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET GENPAR, L.L.C., general partner of ET Sub-Rittenhouse Limited Partnership, L.L.P.	November 19, 2004

II-62

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

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/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President and Chief Executive Officer

The undersigned officers and trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET GENPAR, L.L.C., general partner of ET Sub-Riverview Ridge Limited Partnership, L.L.P. hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President and Chief Executive Officer (Principal Executive Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET GENPAR, L.L.C., general partner of ET Sub-Riverview Ridge Limited Partnership, L.L.P.	November 19, 2004

II-63

Signature	Title	Date
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Chief Financial Officer (Principal Financial Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET GENPAR, L.L.C., general partner of ET Sub-Riverview Ridge Limited Partnership, L.L.P.	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET GENPAR, L.L.C., general partner of ET Sub-Riverview Ridge Limited Partnership, L.L.P.	November 19, 2004
/s/    T. RICHARD RINEY         T. Richard Riney	Trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET GENPAR, L.L.C., general partner of ET Sub-Riverview Ridge Limited Partnership, L.L.P.	November 19, 2004

II-64

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

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/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President and Chief Executive Officer

The undersigned officers and trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Sanatoga, LLC, general partner of ET Sub-Sanatoga Limited Partnership hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President and Chief Executive Officer (Principal Executive Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Sanatoga, LLC, general partner of ET Sub-Sanatoga Limited Partnership	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Chief Financial Officer (Principal Financial Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Sanatoga, LLC, general partner of ET Sub-Sanatoga Limited Partnership	November 19, 2004

II-65

Signature	Title	Date
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Sanatoga, LLC, general partner of ET Sub-Sanatoga Limited Partnership	November 19, 2004
/s/    T. RICHARD RINEY         T. Richard Riney	Trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Sanatoga, LLC, general partner of ET Sub-Sanatoga Limited Partnership	November 19, 2004

II-66

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

ET SANATOGA, LLC
By:	ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member
By:	ELDERTRUST, its general partner
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President and Chief Executive Officer

The undersigned officers and trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Sanatoga, LLC hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President and Chief Executive Officer (Principal Executive Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Sanatoga, LLC	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Chief Financial Officer (Principal Financial Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Sanatoga, LLC	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Sanatoga, LLC	November 19, 2004

II-67

Signature	Title	Date
/s/    T. RICHARD RINEY         T. Richard Riney	Trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET Sanatoga, LLC	November 19, 2004

II-68

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

ET SUB-SMOB, L.L.C.
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President and Chief Executive Officer

The undersigned officers and managers of ET Sub-SMOB, L.L.C. hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President (Principal Executive Officer)	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Treasurer and Manager (Principal Financial Officer)	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer	November 19, 2004
/s/    BRIAN K. WOOD         Brian K. Wood	Manager	November 19, 2004
/s/    T. RICHARD RINEY         T. Richard Riney	Manager	November 19, 2004

II-69

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

VERNON ALF, L.L.C.
By:	ELDERTRUST OPERATING LIMITED PARTNERSHIP, its sole member
By:	ELDERTRUST, its general partner
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President and Chief Executive Officer

The undersigned officers and trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of Vernon ALF, L.L.C. hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/     DEBRA A. CAFARO         Debra A. Cafaro	President and Chief Executive Officer (Principal Executive Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of Vernon ALF, L.L.C.	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Chief Financial Officer (Principal Financial Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of Vernon ALF, L.L.C.	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of Vernon ALF, L.L.C.	November 19, 2004

II-70

Signature	Title	Date
/s/    T. RICHARD RINEY         T. Richard Riney	Trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of Vernon ALF, L.L.C.	November 19, 2004

II-71

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

ET SUB-WAYNE I LIMITED PARTNERSHIP, L.L.P.
By:	ET WAYNE FINANCE, L.L.C., its general partner
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President

The undersigned officers and managers of ET Wayne Finance, L.L.C., general partner of ET Sub-Wayne I Limited Partnership, L.L.P. hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President (Principal Executive Officer) of ET Wayne Finance, L.L.C., general partner of ET Sub-Wayne I Limited Partnership, L.L.P. and President of ET Wayne Finance, Inc., manager of ET Wayne Finance, L.L.C., general partner of ET Sub-Wayne I Limited Partnership, L.L.P.	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Treasurer (Principal Financial Officer) of ET Wayne Finance, L.L.C., general partner of ET Sub-Wayne I Limited Partnership, L.L.P.	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer of ET Wayne Finance, L.L.C., general partner of ET Sub-Wayne I Limited Partnership, L.L.P.	November 19, 2004

II-72

Signature	Title	Date
/s/    BRIAN K. WOOD         Brian K. Wood	Manager of ET Wayne Finance, L.L.C., general partner of ET Sub-Wayne I Limited Partnership, L.L.P.	November 19, 2004
/s/    T. RICHARD RINEY         T. Richard Riney	Manager of ET Wayne Finance, L.L.C., general partner of ET Sub-Wayne I Limited Partnership, L.L.P.	November 19, 2004

II-73

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

ET WAYNE FINANCE, L.L.C.
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President

The undersigned officers and managers of ET Wayne Finance, L.L.C. hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President (Principal Executive Officer) of ET Wayne Finance, L.L.C. and President of ET Wayne Finance, Inc., manager of ET Wayne Finance, L.L.C.	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Treasurer (Principal Financial Officer)	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer	November 19, 2004
/s/    BRIAN K. WOOD         Brian K. Wood	Manager	November 19, 2004
/s/    T. RICHARD RINEY         T. Richard Riney	Manager	November 19, 2004

II-74

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

ET WAYNE FINANCE, INC.
By:	/s/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President

The undersigned officers and directors of ET Wayne Finance, Inc. hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President (Principal Executive Officer)	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Executive Vice President and Treasurer (Principal Financial Officer)	November 19, 2004
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer	November 19, 2004
/s/    BRIAN K. WOOD         Brian K. Wood	Director	November 19, 2004
/s/    T. RICHARD RINEY         T. Richard Riney	Director	November 19, 2004

II-75

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Louisville, the Commonwealth of Kentucky, on the 19th day of November, 2004.

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/    DEBRA A. CAFARO
Name:	Debra A. Cafaro
Title:	President and Chief Executive Officer

The undersigned officers and trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET GENPAR, L.L.C., general partner of ET Sub-Willowbrook Limited Partnership, L.L.P. hereby severally constitute and appoint Debra A. Cafaro and T. Richard Riney, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DEBRA A. CAFARO         Debra A. Cafaro	President and Chief Executive Officer (Principal Executive Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET GENPAR, L.L.C., general partner of ET Sub-Willowbrook Limited Partnership, L.L.P.	November 19, 2004
/s/    RICHARD A. SCHWEINHART         Richard A. Schweinhart	Chief Financial Officer (Principal Financial Officer) of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET GENPAR, L.L.C., general partner of ET Sub-Willowbrook Limited Partnership, L.L.P.	November 19, 2004

II-76

Signature	Title	Date
/s/    K. TRAVIS GEORGE         K. Travis George	Principal Accounting Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET GENPAR, L.L.C., general partner of ET Sub-Willowbrook Limited Partnership, L.L.P.	November 19, 2004
/s/    T. RICHARD RINEY         T. Richard Riney	Trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership, sole member of ET GENPAR, L.L.C., general partner of ET Sub-Willowbrook Limited Partnership, L.L.P.	November 19, 2004

II-77

EXHIBIT INDEX

Exhibit No.	Description
3.1.1	Certificate of Incorporation of Ventas, Inc., as amended (incorporated herein by reference to Exhibit 3 to Ventas, Inc.’s Form 10-Q for the quarterly period ended September 30, 1995).
3.1.2	Certificate of Amendment to Certificate of Incorporation of Ventas, Inc. (incorporated herein by reference to Exhibit 3.1 to Ventas, Inc.’s Form 10-Q for the quarterly period ended June 30, 1998).
3.1.3	Third Amended and Restated Bylaws of Ventas, Inc. (incorporated herein by reference to Exhibit 3.2 to Ventas, Inc.’s Form 10-K for the year ended December 31, 1997).
3.2.1	Certificate of Limited Partnership of Ventas Realty, Limited Partnership (incorporated herein by reference to Exhibit 3.1 to Ventas, Inc.’s Registration Statement on Form S-4, Registration No. 333-89312, as amended).
3.2.2	Certificate of Amendment to the Certificate of Limited Partnership of Ventas Realty, Limited Partnership (incorporated herein by reference to Exhibit 3.2 to Ventas, Inc.’s Registration Statement on Form S-4, Registration No. 333-89312, as amended).
3.2.3	First Amended and Restated Agreement of Limited Partnership of Ventas Realty, Limited Partnership, dated as of January 31, 2000 (incorporated herein by reference to Exhibit 3.5 to Ventas, Inc.’s Registration Statement on Form S-4, Registration No. 333-89312, as amended).
3.3.1	Certificate of Incorporation of Ventas Capital Corporation (incorporated herein by reference to Exhibit 3.3 to Ventas, Inc.’s Registration Statement on Form S-4, Registration No. 333-89312, as amended).
3.3.2	Certificate of Change of Registered Agent and Registered Office of Ventas Capital Corporation.
3.3.3	By-laws of Ventas Capital Corporation (incorporated herein by reference to Exhibit 3.6 to Ventas, Inc.’s Registration Statement on Form S-4, Registration No. 333-89312, as amended).
3.4.1	Certificate of Formation of Ventas LP Realty, L.L.C. (incorporated herein by reference to Exhibit 3.4 to Ventas, Inc.’s Registration Statement on Form S-4, Registration No. 333-89312, as amended).
3.4.2	Limited Liability Company Agreement of Ventas LP Realty, L.L.C., dated February 24, 2000 (incorporated herein by reference to Exhibit 3.8 to Ventas, Inc.’s Registration Statement on Form S-4, Registration No. 333-89312, as amended).
3.5.1	Certificate of Incorporation of Ventas Healthcare Properties, Inc.
3.5.2	By-laws of Ventas Healthcare Properties, Inc.
3.6.1	Certificate of Formation of Ventas TRS, LLC.
3.6.2	Operating Agreement of Ventas TRS, LLC, dated November 8, 2002.
3.7.1	Amended and Restated Declaration of Trust of ElderTrust.
3.7.2	Articles Supplementary of ElderTrust (incorporated herein by reference to Exhibit 3.2 to ElderTrust’s Form 10-K for the year ended December 31, 2002).
3.7.3	Amended and Restated Bylaws of ElderTrust (incorporated herein by reference to Exhibit 3.2 to ElderTrust’s Form 10-K for the year ended December 31, 1997).
3.8.1	Amended and Restated Certificate of Limited Partnership of ElderTrust Operating Limited Partnership.
3.8.2	Second Amended and Restated Agreement of Limited Partnership of ElderTrust Operating Limited Partnership (incorporated herein by reference to Exhibit 10.1 to ElderTrust’s Form 10-K for the year ended December 31, 1997).
3.8.3	Second Amendment to Second Amended and Restated Agreement of Limited Partnership of ElderTrust Operating Limited Partnership, dated October 13, 1999 (incorporated herein by reference to Exhibit 3.2 to ElderTrust’s Form 10-K for the year ended December 31, 1999).
3.9.1	Certificate of Incorporation of ET Capital Corp.
3.9.2	Bylaws of ET Capital Corp.

Exhibit No.	Description
3.10.1	Certificate of Limited Partnership of ET Sub-Berkshire Limited Partnership.
3.10.2	Agreement of Limited Partnership of ET Sub-Berkshire Limited Partnership, dated January 24, 2001.
3.11.1	Certificate of Formation of ET Berkshire, LLC (formerly ET Dover I, L.L.C.).
3.11.2	Certificate of Amendment to Certificate of Formation of ET Berkshire, LLC (formerly ET Dover I, L.L.C.).
3.11.3	Limited Liability Company Agreement of ET Berkshire, LLC (formerly ET Dover I, L.L.C.), dated January 24, 2001.
3.11.4	First Amendment to Limited Liability Company Agreement of ET Berkshire, LLC, dated August 29, 2002.
3.11.5	Second Amendment to Limited Liability Company Agreement of ET Berkshire, LLC, dated February 5, 2004.
3.12.1	Certificate of Formation of Cabot ALF, L.L.C.
3.12.2	Operating Agreement of Cabot ALF, L.L.C., dated October 23, 1998.
3.12.3	First Amendment to Operating Agreement of Cabot ALF, L.L.C., dated January 24, 2000.
3.13.1	Certificate of Formation of Cleveland ALF, L.L.C.
3.13.2	Operating Agreement of Cleveland ALF, L.L.C., dated October 23, 1998.
3.13.3	First Amendment to Operating Agreement of Cleveland ALF, L.L.C., dated January 24, 2000.
3.14.1	Certificate of Formation of ET Sub-Heritage Woods, L.L.C.
3.14.2	Limited Liability Company Agreement of ET Sub-Heritage Woods, L.L.C., dated January 30, 1998.
3.15.1	Amended and Restated Certificate of Limited Partnership of ET Sub-Highgate, L.P.
3.15.2	Agreement of Limited Partnership of ET Sub-Highgate, L.P., dated January 30, 1998.
3.16.1	Certificate of Formation of ET GENPAR, L.L.C.
3.16.2	Limited Liability Company Agreement of ET GENPAR, L.L.C., dated January 30, 1998.
3.17.1	Certificate of Formation of ET Sub-Lacey I, L.L.C.
3.17.2	Limited Liability Company Agreement of ET Sub-Lacey I, L.L.C., dated January 30, 1998.
3.18.1	Certificate of Limited Partnership of ET Sub-Lehigh Limited Partnership.
3.18.2	Agreement of Limited Partnership of ET Sub-Lehigh Limited Partnership, dated January 24, 2001.
3.19.1	Certificate of Formation of ET Lehigh, LLC (formerly ET Coquina I, L.L.C.).
3.19.2	Certificate of Amendment to Certificate of Formation of ET Lehigh, LLC (formerly ET Coquina I, L.L.C.).
3.19.3	Limited Liability Company Agreement of ET Lehigh, LLC, dated January 24, 2001.
3.19.4	First Amendment to Limited Liability Company Agreement of ET Lehigh, LLC, dated August 29, 2002.
3.19.5	Second Amendment to Limited Liability Company Agreement of ET Lehigh, LLC, dated February 5, 2004.
3.20.1	Certificate of Formation of ET Sub-Lopatcong, L.L.C.
3.20.2	Amended and Restated Limited Liability Company Operating Agreement of ET Sub-Lopatcong, L.L.C., dated November 24, 1999.
3.20.3	Amendment to Amended and Restated Limited Liability Company Agreement of ET Sub-Lopatcong, L.L.C., dated February 5, 2004.
3.21.1	Certificate of Limited Partnership of ET Sub-Pennsburg Manor Limited Partnership, L.L.P.
3.21.2	Amendment to Certificate of Limited Partnership of ET Sub-Pennsburg Manor Limited Partnership, L.L.P.
3.21.3	Amended and Restated Agreement of Limited Partnership of ET Sub-Pennsburg Manor Limited Partnership, L.L.P., dated November 24, 1999.

Exhibit No.	Description
3.21.4	Amendment to Amended and Restated Agreement of Limited Partnership of ET Sub-Pennsburg Manor Limited Partnership, L.L.P., dated February 5, 2004.
3.22.1	Certificate of Formation of ET Pennsburg Finance, L.L.C.
3.22.2	Limited Liability Company Operating Agreement of ET Pennsburg Finance, L.L.C., dated November 24, 1999.
3.22.3	Amendment to Limited Liability Company Agreement of ET Pennsburg Finance, L.L.C., dated February 5, 2004.
3.23.1	Certificate of Formation of ET Sub-Phillipsburg I, L.L.C.
3.23.2	Limited Liability Company Agreement of ET Sub-Phillipsburg I, L.L.C., dated January 30, 1998.
3.24.1	Certificate of Formation of ET Sub-Pleasant View, L.L.C.
3.24.2	Amended and Restated Limited Liability Company Operating Agreement of ET Sub-Pleasant View, L.L.C., dated September 9, 1999.
3.25.1	Certificate of Limited Partnership of ET Sub-Rittenhouse Limited Partnership, L.L.P.
3.25.2	Agreement of Limited Partnership of ET Sub-Rittenhouse Limited Partnership, L.L.P., dated January 30, 1998.
3.26.1	Certificate of Limited Partnership of ET Sub-Riverview Ridge Limited Partnership, L.L.P.
3.26.2	Agreement of Limited Partnership of ET Sub-Riverview Ridge Limited Partnership, L.L.P., dated January 30, 1998.
3.27.1	Certificate of Limited Partnership of ET Sub-Sanatoga Limited Partnership.
3.27.2	Agreement of Limited Partnership of ET Sub-Sanatoga Limited Partnership, dated January 24, 2001.
3.28.1	Certificate of Formation of ET Sanatoga, LLC (formerly ET Salisbury I, L.L.C.).
3.28.2	Certificate of Amendment to Certificate of Formation of ET Sanatoga, LLC (formerly ET Salisbury I, L.L.C.).
3.28.3	Limited Liability Company Agreement of ET Sanatoga, LLC, dated January 24, 2001.
3.28.4	First Amendment to Limited Liability Company Agreement of ET Sanatoga, LLC, dated August 29, 2002.
3.28.5	Second Amendment to Limited Liability Company Agreement of ET Sanatoga, LLC, dated February 5, 2004.
3.29.1	Certificate of Formation of ET Sub-SMOB, L.L.C.
3.29.2	Amended and Restated Limited Liability Company Operating Agreement of ET Sub-SMOB, L.L.C., dated September 9, 1999.
3.29.3	Amendment to Amended and Restated Limited Liability Company Agreement of ET Sub-SMOB, L.L.C., dated February 5, 2004.
3.30.1	Certificate of Formation of Vernon ALF, L.L.C.
3.30.2	Operating Agreement of Vernon ALF, L.L.C., dated October 23, 1998.
3.30.3	First Amendment to Operating Agreement of Vernon ALF, L.L.C., dated January 24, 2000.
3.31.1	Certificate of Limited Partnership of ET Sub-Willowbrook Limited Partnership, L.L.P.
3.31.2	Agreement of Limited Partnership of ET Sub-Willowbrook Limited Partnership, L.L.P., dated January 30, 1998.
3.32.1	Certificate of Limited Partnership of ET Sub-Wayne I Limited Partnership, L.L.P.
3.32.2	Amendment to Certificate of Limited Partnership of ET Sub-Wayne I Limited Partnership, L.L.P.
3.32.3	Amended and Restated Agreement of Limited Partnership of ET Sub-Wayne I Limited Partnership, L.L.P., dated November 24, 1999.
3.32.4	Amendment to Amended and Restated Agreement of Limited Partnership of ET Sub-Wayne I Limited Partnership, L.L.P., dated May 26, 2004.
3.33.1	Certificate of Formation of ET Wayne Finance, L.L.C.

Exhibit No.	Description
3.33.2	Limited Liability Company Operating Agreement of ET Wayne Finance, L.L.C., dated November 24, 1999.
3.33.3	Amendment to Limited Liability Company Agreement of ET Wayne Finance, L.L.C., dated May 26, 2004.
3.34.1	Certificate of Incorporation of ET Wayne Finance, Inc.
3.34.2	Certificate of Amendment to the Certificate of Incorporation of ET Wayne Finance, Inc.
3.34.3	Bylaws of ET Wayne Finance, Inc.
4.1	Indenture, dated October 15, 2004, by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, the Guarantors named therein, as Guarantors, and U.S. Bank National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 of Ventas, Inc.’s Form 8-K filed October 15, 2004).
4.2	Registration Rights Agreement, dated as of October 15, 2004, by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc. and Ventas LP Realty, L.L.C., as Guarantors, and Banc of America Securities LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC, as Initial Purchasers (incorporated herein by reference to Exhibit 4.2 of Ventas, Inc.’s Form 8-K filed October 15, 2004).
5.1	Opinion of Willkie Farr & Gallagher LLP.*
12.1	Statement Re: Computation of Ratio of Earnings to Fixed Charges.
23.1	Consent of Willkie Farr & Gallagher (included in the opinion filed as Exhibit 5.1 hereto).*
23.2	Consent of Ernst & Young LLP.
23.3	Consent of KPMG LLP.
24.1	Powers of Attorney (included on the signature pages hereto).
25.1	Statement of Eligibility of Trustee on Form T-1 relating to the 6 5/8% Senior Notes due 2014 and related guarantees.
99.1	Form of Letter of Transmittal relating to the 6 5/8% Senior Notes due 2014.*
99.2	Form of Notice of Guaranteed Delivery relating to the 6 5/8% Senior Notes due 2014.*
99.3	Form of Letter to Clients relating to the 6 5/8% Senior Notes due 2014.*
99.4	Form of Letter to Nominees relating to the 6 5/8% Senior Notes due 2014.*
99.5	Guidelines for Certification of Taxpayer Identification Number.*

* To be filed by amendment.

EX-3.3.2

Exhibit 3.3.2

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

Ventas Capital Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware

DOES HEREBY CERTIFY:

That the registered office of the corporation In the state of Delaware is hereby changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.

That the registered agent of the corporation is hereby changed to THE CORPORATION TRUST COMPANY, the business address of which is identical to the aforementioned registered office as changed.

That the changes in the registered office and registered agent of the corporation as set forth herein were duly authorized by resolution of the Board of Directors of the corporation.

IN WITNESS WHEREOF, the corporation has caused this Certificate to be signed by an authorized officer, this 19^th day of June, 2003.

/s/ T. Richard Riney

T. Richard Riney

Executive Vice President and General Counsel

* Any authorized officer or the chairman or Vice-Chairman of the Board of Directors may execute this certificate.

EX-3.5.1

Exhibit 3.5.1

CERTIFICATE OF INCORPORATION

OF

VENTAS HEALTHCARE PROPERTIES, INC.

ARTICLE FIRST

NAME

The name of the corporation is: Ventas Healthcare Properties, Inc.

ARTICLE SECOND

REGISTERED OFFICE AND AGENT

The address of the corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, 19801, County of New Castle. The name of the corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE THIRD

PURPOSE

The nature of the business or purposes to be conducted or promoted by the corporation is to engage in any lawful act or activity and, to promote any lawful purpose, for which corporations may be organized under the General Corporation Law of the State of Delaware, as amended from time to time, or any successor thereto.

ARTICLE FOURTH

AUTHORIZED COMMON STOCK

The total number of shares of stock that the corporation shall have authority to issue is One Thousand (1,000) shares of common stock, each with a par value of one cent ($.01) per share (hereinafter, the “Common Stock”). The rights, privileges, qualifications, limitations, and restrictions of the shares of Common Stock are as follows:

(a) Voting Rights. Except as may otherwise be provided by applicable law, each share of Common Stock shall be entitled to vote as one class for the election of directors and on all other matters that may be submitted to a vote of stockholders of the corporation.

(b) Dividends. Dividends may be declared from time to time on Common Stock at the discretion of the board of directors of the corporation and in accordance with the provisions of the General Corporation Law of the State of Delaware.

(c) Additional Issuances. At any time and from time to time while shares of Common Stock are outstanding, the corporation may create one or more series or one or more classes of capital stock senior to, or on a parity with, the shares of Common Stock with respect to the payment of dividends, or upon liquidation, dissolution, or winding up of the corporation.

- 1 -

ARTICLE FIFTH

INCORPORATOR

The name and mailing address of the incorporator is as follows:

Name	Mailing Address
Darlene L. Gentry	Barack, Ferrazzano, Kirschbaum, Perlman & Nagelberg LLC 333 West Wacker Drive, Suite 2700 Chicago, Illinois 60606

ARTICLE SIXTH

ADDITIONAL PROVISIONS

For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation, and regulation of the powers of the corporation and of its directors and stockholders, the following additional provisions are set forth and made a part of this Certificate of Incorporation:

(a) Number of Directors. The number of directors that shall constitute the whole board of directors of the corporation shall be fixed by, or in the manner provided in, the by-laws of the corporation, but such number may from time to time be increased or decreased in such manner as may be prescribed by the by-laws. The election of directors need not be by ballot.

(b) Specific Powers. In furtherance and not in limitation of the powers conferred by the by-laws of the corporation, the board of directors of the corporation is expressly authorized and empowered:

(1) to make, adopt, alter, amend, and repeal the by-laws of the corporation, except as otherwise provided or permitted under the General Corporation Law of the State of Delaware, and except that any by-law which, in accordance with the provisions of the by-laws, may be altered, amended, or repealed only by the stockholders may not be altered, amended, or repealed by the directors;

(2) without the assent or vote of the stockholders of the corporation, to authorize and issue obligations of the corporation, secured or unsecured, to include therein such provisions as to redeemability, convertibility, or otherwise, as the board of directors, in its sole discretion, may determine, and to authorize the mortgaging or pledging, as security therefor, of any property of the corporation, real or personal, including after-acquired property;

(3) to determine whether any, and if any, what part, of the surplus of the corporation, or, in the event there shall be no such surplus, of the net profits of the corporation for the then-current fiscal year or the then-immediately preceding fiscal year shall be declared in dividends and paid to the stockholders, and to direct and determine the use and disposition of any such surplus or such net profits;

- 2 -

(4) to fix from time to time the amount of profits of the corporation to be reserved as working capital or for any other lawful purpose;

(5) to establish bonus, profit-sharing, or other types of incentive or compensation plans for employees (including officers and directors) of the corporation and to fix the amount of profits to be distributed or shared and to determine the persons to participate in any such plans and the amounts of their respective participation; and

(6) to, in addition to the powers and authorities set forth in this section or by statute expressly conferred upon it, exercise all such powers and do all such acts and things as may be exercised or done by the corporation, subject, nevertheless, to the provisions of the laws of the State of Delaware, this Certificate of Incorporation, and the by-laws of the corporation.

(c) Removal. Any director or any officer elected or appointed by the stockholders or by the board of directors may be removed at any time in such manner as shall be provided in the by-laws of the corporation.

(d) Compensation. Subject to any limitations in the by-laws of the corporation, the members of the board of directors shall be entitled to reasonable fees, salaries, or other compensation for their services and to reimbursement for their expenses as such members. Nothing contained herein shall preclude any director from serving the corporation, or any subsidiary or affiliated corporation, in any other capacity and receiving proper compensation therefor.

(e) Meetings. If the by-laws of the corporation so provide, the stockholders and board of directors of the corporation shall have power to hold their meetings, to have an office or offices and to keep the books of the corporation, subject to the provisions of the laws of the State of Delaware, outside the State of Delaware at such place or places as may from time to time be designated by the board of directors.

(f) Certain Arrangements. Whenever a compromise or arrangement is proposed between the corporation and its creditors or any class of them and/or between the corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the corporation, as the case may be, and may agree to any compromise or arrangement and to any reorganization of the corporation, as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all of the creditors or class of creditors, and/or on all of the stockholders or class of stockholders, of the corporation, as the case may be, and also on the corporation.

- 3 -

ARTICLE SEVENTH

INDEMNIFICATION

The corporation shall indemnify any person who was or is a director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise, to the full extent permitted by the General Corporation Law of the State of Delaware, as amended from time to time. The board of directors of the corporation may, by resolution adopted from time to time, purchase and maintain insurance on behalf of such persons as permitted by the General Corporation Law of the State of Delaware, as amended from time to time.

ARTICLE EIGHTH

PERSONAL LIABILITY OF DIRECTORS

No director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability: (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or hereafter may be amended; or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this paragraph by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification. Nothing herein shall limit or otherwise affect the obligation or right of the corporation to indemnify its directors pursuant to the provisions of this Certificate of Incorporation, the by-laws of the corporation, or as may be permitted by the General Corporation Law of the State of Delaware.

ARTICLE NINTH

AMENDMENT

Any of the provisions of this Certificate of Incorporation may from time to time be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this Certificate of Incorporation are granted subject to the provisions of this Article Ninth.

- 4 -

The undersigned, being the incorporator above-named, for the purposes of forming a corporation under the laws of the State of Delaware, does hereby make, file, and record this Certificate of Incorporation and does hereby certify that the facts stated herein are true, and the undersigned has hereunto accordingly set her hand.

Dated as of September 30, 2002.

/s/ Darlene L. Gentry

Darlene L. Gentry

Being the sole incorporator of the corporation

- 5 -

EX-3.5.2

Exhibit 3.5.2

BY-LAWS

OF

VENTAS HEALTHCARE PROPERTIES, INC.

ARTICLE I

OFFICES

SECTION 1. Registered Office and Agent. The name of the corporation’s registered agent and the office of its registered office in the State of Delaware are as follows:

The Corporation Trust Company

1209 Orange Street

Wilmington, Delaware 19801

SECTION 2. Principal Office. The principal office of the corporation is as follows:

4360 Brownsboro Road

Suite 115

Louisville, KY 40207-1642

SECTION 3. Other Offices. The corporation may also have an office or offices at such other place or places, within or without the State of Delaware, as the Board of Directors may from time to time designate or the business of the corporation may require.

ARTICLE II

STOCKHOLDERS

SECTION 1. Annual Meetings. The annual meeting of the stockholders of the Corporation shall be held no later than six months following the end of the Corporation’s fiscal year. The meeting shall be held at such time and on such date as may be designated by the Board of Directors of the Corporation. In the event the annual meeting is not held or if directors are not elected at the annual meeting, a special meeting may be called and held for that purpose.

SECTION 2. Purposes of Annual Meeting. The annual meeting of the stockholders shall be held for the purpose of electing Directors and for the transaction of such other business as may properly be brought before the meeting, notice of which shall be given in the notice of the meeting. At the annual meeting, any business may be transacted irrespective of whether the notice calling such meeting shall have contained a reference thereto.

SECTION 3. Failure to Elect Directors at Annual Meeting. If the election of Directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as convenient. At such meeting, the stockholders may elect Directors and transact other business with the same force and effect as at an annual meeting.

SECTION 4. Special Meetings. Special meetings of the stockholders shall be held at such time and place and on such date in each year, within or without the State of Delaware, as may be determined by the person or persons calling the meeting and as shall be designated in the notice of the meeting. Special meetings of the stockholders may be called by the Board of Directors, the chairman of the Board of Directors (sometimes hereafter in these By-Laws, the “Chairman”) or the President, and in the case of the President’s absence, death or disability, the Vice President entitled to exercise the authority of the President, and shall be called by the Chairman, the President or the Secretary at the request in writing of stockholders owning at least one-half of the issued and outstanding shares of capital stock of the corporation entitled to vote. Calls for such meetings shall specify the purposes thereof and no business other than that specified in the call shall be considered at any special meeting.

SECTION 5. Notice of Meetings and Adjourned Meetings. Unless waived as provided below, and except as provided in Section 230 of the General Corporation Law of the State of Delaware, not less than ten (10) nor more than sixty (60) days before any stockholders’ meeting, the Chairman, the President, the Secretary or an Assistant Secretary shall give each stockholder entitled to vote at the meeting written notice of the place, date and hour of the meeting and the purpose or purposes for which the meeting is called. Such notice shall be mailed to each stockholder at his address as it appears on the corporation’s records. When a meeting is adjourned to another time or place, notice need not be given if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken. If the adjournment is for a period of more than thirty (30) days, or if, after the adjournment, a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote. Except as otherwise expressly provided by statute, no publication of any notice of a stockholders’ meeting shall be required. Any stockholder, either before or after any meeting, may waive any notice required to be given by law or pursuant to these By-Laws.

SECTION 6. Quorum. Except as otherwise provided by law or the Certificate of Incorporation, the presence, in person or by proxy, of the holders of record of a majority of the shares of the capital stock of the corporation then issued and outstanding and entitled to vote at the meeting shall constitute a quorum for the transaction of business to be considered at such meeting; provided, however, that no action required by law or by the Certificate of Incorporation or these By-Laws to be authorized as taken by the holders of a designated proportion of a particular class or series of shares may be authorized or taken by a lesser proportion and provided, further, that if a separate class vote is required with respect to any matter, the holders of a majority of the outstanding shares of such class, present in person or by proxy, shall constitute a quorum of such class, and, except as otherwise provided by law or the

- 2 -

Certificate of Incorporation, the affirmative vote of a majority of shares of such class so present shall be the act of such class. In the absence of a quorum at any meeting or any adjournment thereof, a majority of those present, in person or by proxy and entitled to vote, may adjourn the meeting from time to time. At any adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting as originally called may be transacted.

SECTION 7. Organization. Meetings of the stockholders shall be presided over by the Chairman, or if he is not present, by the President, or, if neither the Chairman nor the President is present, by a chairman to be chosen by a majority of the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the corporation, or in the Secretary’s absence, an Assistant Secretary, shall act as secretary of every meeting of the stockholders but, if neither the Secretary nor an Assistant Secretary is present, the meeting shall choose any person present thereat to act as secretary of the meeting.

SECTION 8. Voting. Except as otherwise provided by law or the Certificate of Incorporation, and subject to the provisions of Sections 4 and 5 of Article VI of these By-Laws, at every meeting of the stockholders, each stockholder of the corporation entitled to vote at the meeting shall have one vote, in person or by proxy, for each share of stock having voting rights held by the stockholder. Any stockholder entitled to vote may do so either in person or by proxy appointed by an instrument in writing, subscribed by such stockholder or by the stockholder’s attorney thereunto authorized and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted on after three (3) years from its date unless the proxy provides for a longer period. Except as otherwise required by law, the Certificate of Incorporation or these By-Laws, all matters coming before any meeting of the stockholders shall be decided by the vote of a majority in interest of the stockholders present, in person or by proxy, at the meeting and entitled to vote, a quorum being present. Unless otherwise provided in the Certificate of Incorporation, voting at all elections for Directors need not be by ballot and shall not be cumulative.

SECTION 9. Voting of Shares by Certain Holders.

(a) Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the By-Laws of the other corporation may prescribe, or, in the absence of an appropriate provision, as the Board of Directors of the other corporation may determine.

(b) Shares standing in the name of a deceased person may be voted by the decedent’s administrator or executor. Shares standing in the name of a guardian, conservator or trustee may be voted by such fiduciary, but no guardian, conservator or trustee shall be entitled, as such fiduciary, to vote shares held by such fiduciary without a transfer of such shares into the fiduciary’s name.

(c) Shares standing in the name of a receiver may be voted by the receiver. Shares held by or under the control of a receiver may be voted by the receiver without transfer thereof into the receiver’s name if the authority so to

- 3 -

do is contained in an appropriate order of the court by which the receiver was appointed.

(d) A stockholder whose shares are pledged shall be entitled to vote the pledged shares unless, in the transfer by the pledgor on the corporation’s books, the pledgor has expressly empowered the pledgee to vote thereon, in which case only the pledgee may vote thereon.

(e) Shares of its own capital stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor counted for quorum purposes; provided, however, that nothing herein shall be construed as limiting the right of the corporation to vote stock, including but not limited to its own capital stock, held by it in a fiduciary capacity.

(f) If shares are registered in the names of two or more persons, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing such persons or creating the relationship so providing, their acts with respect to voting shall have the following effect:

(1) if only one votes, the voter’s act binds all;

(2) if more than one vote, the act of the majority so voting binds all;

(3) if the vote is evenly split, each faction may vote on the stock proportionately unless otherwise ordered by a court pursuant to the laws of the State of Delaware.

If an instrument showing that tenancy is held in unequal shares is filed with the Secretary, a majority or even-split shall be determined by interest.

SECTION 10. List of Stockholders. A complete list of the stockholders entitled to vote at each meeting of the stockholders, arranged in alphabetical order and the number of shares registered in the name of each stockholder, shall be prepared by the Secretary or other officer of the corporation having charge of the stock ledger, at least ten (10) days before the meeting. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city, town or village where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held, and the list shall be produced and kept at the time and place of the meeting during the whole time thereof for inspection by any stockholder who may be present.

- 4 -

SECTION 11. Inspectors. At any meeting of the stockholders, the chairman of the meeting may, or upon the request of any one or more stockholders or proxies holding or representing not less than ten (10) percent of the outstanding shares shall, appoint one or more persons as inspectors for such meeting. Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do all such other acts as are proper to conduct the election and voting with impartiality and fairness. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

SECTION 12. Informal Action by Stockholders. Except as otherwise provided by the Certificate of Incorporation, any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a written consent, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted, Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

SECTION 1. Power, Number and Term of Directors. Except as otherwise provided by law or the Certificate of Incorporation, the property, affairs and business of the corporation shall be managed by its Board of Directors, consisting of four (4) persons. The number of Directors may at any time be increased to not more than nine (9) or decreased to not fewer than three (3) either by a majority vote of the stockholders present and entitled to vote for Directors at a meeting or by a majority vote of the Directors present and entitled to vote at a meeting of the Board of Directors. Subject to Section 3 of Article II above, Directors shall be elected at the annual meeting of the stockholders and each Director shall be elected to serve for one (1) year and until the Director’s successor is elected and qualified or until the Director’s earlier resignation or removal, If the number of Directors is increased, the additional Directors may be elected by a majority of the Directors in office at the time of the increase, or if not so elected prior to the next meeting of the stockholders, the additional Directors shall be elected by the stockholders. If the number of stockholders is fewer than three (3), the number of Directors may be decreased to a number of Directors fewer than three (3) but not less than the number of stockholders. No reduction in the number of Directors shall have the effect of removing any incumbent Director prior to the expiration of his term of office. Directors need not be stockholders of the corporation.

- 5 -

SECTION 2. Quorum. A majority of the members of the Board of Directors in office shall constitute a quorum for the transaction of business; provided, however, a majority of Directors then in office shall constitute a quorum for filling a vacancy on the Board. If at any meeting of the Board of Directors a quorum shall not be present, a majority of the Directors present may, without further notice, adjourn the meeting from time to time until a quorum shall have been obtained.

SECTION 3. Vacancies. In case one or more vacancies shall occur in the Board of Directors by reason of death, resignation or otherwise, except insofar as otherwise provided in the case of a vacancy or vacancies occurring by reason of removal by the stockholders, the remaining Directors, although less than a quorum, may by a vote of the majority of the Directors then in office elect a successor or successors for the unexpired term or terms.

SECTION 4. Meetings. Meetings of the Board of Directors, annual, regular and special, shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolution of the Board of Directors or as may be specified in the notice of meeting. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of the Board of Directors, and no notice (other than the resolution) need be given as to any regular meeting. Special meetings may be held at any time upon the call of the Chairman, the President, any Vice President or the Secretary, or any two Directors, by oral, telegraphic or written notice duly served on or sent or mailed to each Director not less than two (2) days before the meeting. An annual meeting of the Board of Directors shall be held without notice immediately after, and at the same place as, the annual meeting of the stockholders. Meetings may be held at any time without notice if all the Directors are present or if, at any time before or after the meeting, those not present waive notice of the meeting in writing.

SECTION 5. Attendance by Communications Equipment. Unless otherwise restricted by the Certificate of Incorporation, members of the Board of Directors or of any committee designated by the Board may participate in a meeting of the Board or any such committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other. Participation in any meeting by such means shall constitute presence in person at such meeting.

SECTION 6. Presumption of Assent. A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to the action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward his written dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a Director who voted in favor of the action.

SECTION 7. Committees. The Board of Directors may, in its discretion, by the affirmative vote of a majority of the whole Board, designate one or more

- 6 -

committees, each committee to consist of one or more of the Directors of the corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Except as otherwise provided by law or these By-Laws, any committee, to the extent provided by resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation. No committee shall have or exercise the powers and authority of the Board of Directors with respect to filling vacancies among the Directors or in any committee of the Directors, amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, amending the By-Laws, or, unless the resolution of the Board of Directors expressly so provides, declaring a dividend or authorizing the issuance of stock. A majority of the members of a committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of, or to discharge any committee.

SECTION 8. Dividends and Reserves. Subject to the laws of the State of Delaware and the Certificate of Incorporation, the Board of Directors shall have full power to determine whether any, and if any, what part of any, funds legally available for the payment of dividends shall be declared in dividends and paid to the stockholders. The division of the whole or any part of funds legally available shall rest wholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise. The Board of Directors may set apart out of funds legally available for the payment of dividends a reserve or reserves for any proper purpose, and may from time to time, in its absolute judgment and discretion, increase, abolish, diminish and vary any reserve or reserves so set apart.

SECTION 9. Removal of Directors. At any duly called and held special meeting of the stockholders, any Director or Directors may, by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote in an election of Directors, be removed from office, either with or without cause; provided, however, that, if the stockholders of the corporation are entitled under the provisions of the Certificate of Incorporation to exercise cumulative voting rights in the election of Directors, then no removal shall be effective if the holders of that proportion of the shares of stock outstanding and entitled to vote for an election of Directors as could elect to the full Board as then provided by these By-Laws the Director or Directors sought to be removed shall vote against removal. The successor or successors to any Director or Directors so removed may be elected by the stockholders at the meeting at which removal was effectuated. The remaining Directors may, to the extent vacancies are not

- 7 -

filled by election by the stockholders, fill any vacancy or vacancies created by the removal.

SECTION 10. Informal Action. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board or of the committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or the committee.

ARTICLE IV

WAIVER OF NOTICE

Whenever, by law, the Certificate of Incorporation or these By-Laws, notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the date of the meeting, shall be deemed equivalent to notice. Attendance of a person at a meeting of the stockholders, the Board of Directors or any committee designated by the Board of Directors shall constitute a waiver of notice of the meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, Directors or any committee designated thereby need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation or these By-Laws.

ARTICLE V

OFFICERS

SECTION 1. Number. At its annual meeting the Board of Directors shall elect a President and a Secretary, and, from time to time, may elect a Chairman of the Board of Directors, a Treasurer, one or more Vice Presidents and such Assistant Secretaries, Assistant Treasurers and other officers, agents and employees as it may deem proper. Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person, except those of President and Secretary.

SECTION 2. Term and Removal. The term of office of each officer shall be one year and until the officer’s successor is elected, but any officer may be removed from office, either with or without cause, at any time by the affirmative vote of a majority of the members of the Board of Directors then in office. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors.

SECTION 3. Chairman of the Board of Directors. The Chairman of the Board of Directors, if a Chairman of the Board of Directors has been elected and is serving, must be a member of the Board of Directors, and shall preside at all meetings of the stockholders and of the Board of Directors. In general, the Chairman shall perform such duties as may be prescribed by the Board of Directors from time to time.

- 8 -

SECTION 4. The President. In the absence of a Chairman, the President, if a member of the Board of Directors, shall preside at meetings of the Board of Directors. Unless otherwise provided by the Board of Directors, the President shall be the chief executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation and shall, subject to the direction and control of the Board of Directors, in general supervise and control all of the operations of the corporation. In the absence of the Chairman, the President shall preside at all meetings of the stockholders and of the Board of Directors. The President shall not, by reason of his or her position, be disqualified from voting at any such meeting. The President shall have the authority to sign certificates for shares of the corporation, any deeds, mortgages, bonds, contracts or other instruments which require the President’s signature, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. In general, the President shall perform all duties incident to the office of President and chief administrative officer of the corporation and such other duties as may be prescribed from time to time by the Board of Directors.

SECTION 5. Vice Presidents. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, including, without limitation, the duties of the Chairman if and as assumed by the President as a result of the absence of the Chairman or the Chairman’s inability or refusal to act, and the Vice President, when so acting, shall have all of the powers and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties as from time to time may be assigned to the Vice President by the Chairman, the President or the Board of Directors. The authority of Vice Presidents to sign in the name of the Corporation certificates for shares of the Corporation and deeds, mortgages, bonds, contracts or other instruments shall be coordinate with like authority of the President.

SECTION 6. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these By-Laws. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Chairman, the President or the Board of Directors.

SECTION 7. Secretary. The Secretary shall: (a) keep records of corporate action, including the minutes of meetings of the stockholders and the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be

- 9 -

custodian of the corporate records of the corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (e) sign, with the Chairman, the President or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Chairman, the President or the Board of Directors. Unless specifically authorized by a Directors’ resolution specifically accepted in a writing executed by the then-acting Secretary of the Corporation, the Secretary of the Corporation shall have no authority or responsibility to file tax returns or pay taxes of any nature on behalf of the Corporation.

SECTION 8. Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers shall, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries as thereunto authorized by the Board of Directors may sign, with the Chairman, the President or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers and Assistant Secretaries in general shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President, the Chairman or the Board of Directors.

ARTICLE VI

STOCK CERTIFICATES

SECTION 1. Form of Stock Certificates. The interest of each stockholder of the corporation shall be evidenced by certificates for shares of stock, certifying the number of fully-paid shares represented thereby and in such form, not inconsistent with the Certificate of Incorporation, as the Board of Directors may from time to time prescribe.

SECTION 2. Execution and Issuance of Certificates of Stock. Stock certificates shall be signed by the Chairman or a Vice-Chairman of the Board of Directors or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary. If any stock certificate is signed by a transfer agent or a registrar, other than the corporation or its employees, the signatures of the Chairman, the President, a Vice President, the Secretary or an Assistant Secretary upon such certificate may be facsimiles, engraved or printed. In case any such officer who has signed, or whose facsimile signature has been placed upon, a stock certificate shall have ceased to be such before such certificate is issued, it may be issued by the corporation with the same effect as if such officer had not ceased to be such at the time of its issuance.

SECTION 3. Transfer of Certificates of Stock. Except as otherwise provided by the Certificate of Incorporation or these By-Laws, any certificate for shares of the Corporation shall be transferable in person or by attorney upon the surrender thereof to the corporation or any transfer agent therefor properly endorsed for transfer

- 10 -

and accompanied by such assurances as the corporation or such transfer agent may require as to the genuineness and effectiveness of each necessary document.

SECTION 4. Fixing the Date for Determination of Stockholders of Record. To determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or any other distribution or allotment of any rights, or entitled to exercise any rights, in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix in advance a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. To determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix in advance a record date, which shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. No record date shall precede the date upon which the resolution fixing such date is adopted by the Board of Directors. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting.

SECTION 5. Failure to Fix Record Date. If no record date is fixed in accordance with Section 4 of this Article VI:

(a) The record date for determining stockholders entitled to notice or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or if the notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(b) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to the place where the proceedings of the corporation are recorded and the custodian of such proceedings. When prior action by the Board of Directors is required by law, the record date shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

SECTION 6. Lost, Stolen or Destroyed Stock Certificates. No stock certificate representing shares of the corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed except upon delivery to the corporation of such evidence as the Board of Directors may in its discretion require. The Board of Directors may also require a bond to be delivered to the corporation upon such terms and secured by such surety as the Board shall deem fit.

- 11 -

SECTION 7. Transfer Agent and Registrar. The Board of Directors may appoint one or more transfer agents or one or more transfer clerks and one or more registrars and may require all stock certificates to bear the signature or signatures of any of them.

SECTION 8. Examination of Books by Stockholders. The Board of Directors shall have power to determine, from time to time, whether and to what extent and at what times and places and under what conditions and regulations the accounts and books and documents of the corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right to inspect any account or book or document of the corporation except as otherwise, and only to the extent, provided by law.

ARTICLE VII

INTEREST OF DIRECTORS OR OFFICERS

IN CERTAIN TRANSACTIONS

SECTION 1. Action or Criteria Required. No contract or transaction between the corporation and one or more of its Directors or officers, and no contract or transaction between the corporation and any other corporation, partnership, association or other organization in which one or more of its Directors or officers are Directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because the vote of an interested Director is counted for such purposes, if:

(1) the material facts as to the Director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or

(2) the material facts as to the Director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholder’s entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) the contract or transaction is fair as to the corporation as to the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders.

SECTION 2. Effect of Quorum. Common or interested Directors may be counted in determining the presence of a quorum at any meeting of the Board of Directors or of a committee thereof.

- 12 -

ARTICLE VIII

INDEMNIFICATION

SECTION 1. Power to Indemnify. The corporation shall have the power to indemnify any person who is or was a Director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, to the full extent permitted by law.

SECTION 2. Liability Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against the person and incurred by the person in any such capacity, or arising out of the person’s status as such, whether or not the corporation would have the power to indemnify the person against such liability.

ARTICLE IX

FISCAL YEAR

The fiscal year of the corporation shall begin on the 1^st day of January of each year, unless otherwise provided by the Board of Directors.

ARTICLE X

CORPORATE SEAL

The Board of Directors may provide a suitable seal, including duplicates thereof, containing the name of the Corporation.

ARTICLE XI

AMENDMENTS

These By-Laws shall be subject to alteration, amendment or repeal, and new By-Laws, not inconsistent with any provision of law or the Certificate of Incorporation, may be made, either by the affirmative vote of a majority of the whole Board of Directors at any meeting thereof or, if the power to make, amend, alter or repeal the By-Laws shall not have been granted to the Board of Directors in the Certificate of Incorporation, by the affirmative vote of the holders of a majority in interest of the stockholders of the corporation present in person or by proxy at any annual or special meeting and entitled to vote thereat, a quorum being present. Notice of the proposal to make, alter, amend or repeal the By-Laws of the corporation shall be included in the notice of such meeting of the Board of Directors or of the stockholders, as the case may be.

- 13 -

EX-3.6.1

Exhibit 3.6.1

CERTIFICATE OF FORMATION

OF

VENTAS TRS, LLC

The undersigned, an authorized person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18. Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified. and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

ARTICLE I. The name of the limited liability company is Ventas TRS, LLC (the “Company”).

ARTICLE II. The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware, New Castle County, 19801.

ARTICLE III. The debts, obligations and liabilities of the Company, whether arising in contract. tort or otherwise, shall be solely the debts, obligations and liabilities of the Company; and no member or manager of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member or acting as a manager of the Company.

Dated as of the 8^th day of November, 2002.

By:	/s/ Darlene L. Gentry
	Darlene L. Gentry, an authorized person

EX-3.6.2

Exhibit 3.6.2

OPERATING AGREEMENT

OF

VENTAS TRS, LLC

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”).

The Member hereby forms a limited liability company pursuant to and in accordance with the Limited Liability Company Act of the State of Delaware, as amended from time to time (the “Act”), and hereby agrees as follows:

1. Name. The name of the limited liability company formed hereby is VENTAS TRS, LLC (the “Company”).

2. Purpose. The Company is formed for the object and purpose of conducting any or all lawful business for which limited liability companies may be organized under Delaware law.

3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware, New Castle County, 19801.

4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware, New Castle County, 19801.

5. Member. The business address of the Member is 4360 Brownsboro Road, Suite 115, Louisville, KY 40207-1642.

6. Powers. The business and affairs of the Company shall be managed exclusively by the Member of the Company. The Member shall have the sole power to do any and all acts on behalf of the Company necessary or convenient to or for the furtherance of the purposes described herein, including, but not limited to, the power and authority to appoint and remove any and all officers of the Company, and to exercise all powers, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware.

7. Officers and Agents. From time to time, the Member may elect or appoint a President, one or more Vice Presidents, a Secretary, a Treasurer and other officers and agents as the Member may deem necessary or advisable. Any two or more such offices may be held by the same person. The Company may indemnify or advance expenses to any officer or agent elected or appointed by the Member in accordance with, or pursuant to, any other law, provision of the Certificate of Formation of the Company, or other agreement. Any officer or agent elected or appointed by the Member may be removed by the Member whenever, in the judgment of the Member, the best interests of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The Member may authorize any officer or agent to enter into any contract or execute and deliver any instrument in

the name of and on behalf of the Company, and such authority may be general or confined to specific instances.

8. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written election of Member, (b) the bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company under the Act, or (c) the entry of a decree of judicial dissolution under the Act.

9. Capital Contribution. The Member has contributed $1,000.00 to the Company.

10. Additional Contributions. The Member is not required to make any additional capital contribution to the Company.

11. Membership Percentage. The Member owns all of the issued and outstanding membership interests in the Company.

12. Tax Status. The Company shall elect, in accordance with Treasury Regulations Section 301.7701-3, to be classified as an association taxable as a corporation.

13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by Member. All such distributions shall be made in accordance with the membership interests issued and outstanding.

14. Assignments. The Member may assign in whole or in part its limited liability company interest in the Company.

15. Resignation. The Member may not resign from the Company.

16. Liability of Member, Officers and Agents. Except as otherwise provided under the Act, neither the Member nor any officer or agent of the Company shall be liable for the losses, debts or other obligations of the Company (except in the case of the Member, to the extent of its capital contributions).

17. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws.

-2-

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Operating Agreement as of the day and year above written.

COMPANY:
VENTAS TRS, LLC
By:	VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership, its sole member
	By:	VENTAS, INC., a Delaware corporation, its sole general partner
		By:	/s/ T. Richard Riney
			Name:
			Its:
MEMBER:
VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership
By:	VENTAS, INC., a Delaware corporation, its sole general partner
	By:	/s/ T. Richard Riney
		Name:
		Its:

-3-

EX-3.7.1

Exhibit 3.7.1

ELDERTRUST

AMENDED AND RESTATED

DECLARATION OF TRUST

ARTICLE I

FORMATION

The Trust is a real estate investment trust within the meaning of Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time (“Title 8”). The Trust shall not be deemed to be a general partnership, limited partnership, joint venture, joint stock company or a corporation (but nothing herein shall preclude the Trust from being treated for tax purposes as an association under the Internal Revenue Code of 1986, as amended from time to time (the “Code”)).

ARTICLE II

NAME

The name of the Trust is:

ElderTrust

Under circumstances in which the Board of Trustees of the Trust (the “Board of Trustees” or “Board”) determines that the use of the name of the Trust is not practicable, the Trust may use any other designation or name for the Trust.

ARTICLE III

PURPOSES AND POWERS

Section 3.1 Purposes. The purposes for which the Trust is formed are to invest in and to acquire, hold, manage, administer, control and dispose of property, including, without limitation or obligation, engaging in business as a real estate investment trust under the Code (if the Trust has elected status as a real estate investment trust under the Code).

Section 3.2 Powers. The Trust shall have all of the powers granted to real estate investment trusts by Title 8 and all other powers which are not inconsistent with law and are appropriate to promote and attain the purposes set forth in the Declaration of Trust.

ARTICLE IV

RESIDENT AGENT

The name of the resident agent of the Trust in the State of Maryland is The Corporation Trust Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202. The resident agent is a Maryland corporation. The Trust may have such offices or places of business within or outside the State of Maryland as the Board of Trustees may from time to time determine.

ARTICLE V

BOARD OF TRUSTEES

Section 5.1 Powers. Subject to any express limitations contained in the Declaration of Trust or in the Bylaws, (a) the business and affairs of the Trust shall be managed under the direction of the Board of Trustees and (b) the Board shall have full, exclusive and absolute power, control and authority over any and all property of the Trust. The Board may take any action as in its sole judgment and discretion is necessary or appropriate to conduct the business and affairs of the Trust. The Declaration of Trust shall be construed with the presumption in favor of the grant of power and authority to the Board. Any construction of the Declaration of Trust or determination made in good faith by the Board concerning its powers and authority hereunder shall be conclusive. The enumeration and definition of particular powers of the Board of Trustees included in the Declaration of Trust or in the Bylaws shall in no way be limited or restricted by reference to or inference from the terms of this or any other provision of the Declaration of Trust or the Bylaws or construed or deemed by inference or otherwise in any manner to exclude or limit the powers conferred upon the Board or the trustees of the Trust (collectively, the “Trustees” and, individually, a “Trustee”) under the general laws of the State of Maryland or any other applicable laws.

The Board, without any action by the shareholders of the Trust (collectively, the “Shareholders” and, individually, a “Shareholder”), shall have and may exercise, on behalf of the Trust, without limitation, the power to elect or terminate the status of the Trust as a real estate investment trust under the Code; to adopt, amend and repeal Bylaws; to elect officers in the manner prescribed in the Bylaws; to solicit proxies from holders of shares of beneficial interest of the Trust; and to do any other acts and deliver any other documents necessary or appropriate to the foregoing powers.

Section 5.2 Number. The number of Trustees initially shall be one, which number may thereafter be increased or decreased by the Trustees then in office from time to time; however, the total number of Trustees shall be not less than one and not more than 15. No reduction in the number of Trustees shall cause the removal of any Trustee from office prior to the expiration of his term.

2

Section 5.3 Board. The name of the Trustee who shall serve until the next annual meeting of shareholders and until his successor is duly elected and qualifies is:

T. Richard Riney

Section 5.4 Term. The Trustees shall be elected at each annual meeting of the Shareholders and shall serve until the next annual meeting of the Shareholders and until their successors are duly elected and qualify.

Section 5.5 Resignation or Removal. Any Trustee may resign by written notice to the Board, effective upon execution and delivery to the Trust of such written notice or upon any future date specified in the notice. A Trustee may be removed, at any time, with or without cause, by the affirmative vote of the holders of a majority of the Shares then outstanding and entitled to vote generally in the election of Trustees.

ARTICLE VI

SHARES OF BENEFICIAL INTEREST

Section 6.1 Authorized Shares. The beneficial interest in the Trust shall be divided into shares of beneficial interest (“Shares”). The total number of Shares which the Trust has authority to issue pursuant to this amendment and restatement of the Declaration of Trust is 1,000, consisting of 1,000 common shares of beneficial interest, par value $.01 per share (the “Common Shares”). The aggregate par value of all Shares of all classes is $10.00.

The total number of Shares which the Trust had authority to issue immediately prior to this amendment and restatement was 120,000,000 Shares, consisting of 100,000,000 Common Shares, and 20,000,000 preferred shares of beneficial interest, par value $.01 per share, of which 16,000 shares were designated as Series A Junior Participating Preferred Shares. The aggregate par value of all Shares of all classes was $1,200,000.

The Board of Trustees may classify or reclassify any unissued Shares from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the Shares. If shares of one class are classified or reclassified into shares of another class of shares pursuant to this Article VI, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of beneficial interest of all classes that the Trust has authority to issue shall not be more than the total number of shares of beneficial interest set forth in the second sentence of this paragraph. The Board of Trustees, without any action by the shareholders of the Trust, may amend the Declaration of Trust from time to time to increase or decrease the aggregate number of Shares or the number of Shares of any class or series that the Trust has authority to issue.

3

Section 6.2 Common Shares. Each Common Share shall entitle the holder thereof to one vote on each matter upon which holders of Common Shares are entitled to vote, and all Common Shares shall have equal dividend, distribution, liquidation and other rights and shall have no preference, cumulative, preemptive, appraisal, conversion or exchange rights.

Section 6.3 Share Issuance. The Board of Trustees may authorize the issuance from time to time of Shares of any class or series, whether now or hereafter authorized, or securities or rights convertible into Shares of any class or series, whether now or hereafter authorized, for such consideration (whether in cash, property, past or future services, obligation for future payment or otherwise) as the Board of Trustees may deem advisable (or without consideration in the case of a Share split or Share dividend), subject to such restrictions or limitations, if any, as may be set forth in the Declaration of Trust or the Bylaws of the Trust.

Section 6.4 Dividends and Distributions. The Board of Trustees may from time to time authorize and declare to shareholders such dividends or distributions, in cash or other assets of the Trust or in securities of the Trust or from any other source as the Board of Trustees in its discretion shall determine. Shareholders shall have no right to any dividend or distribution unless and until authorized and declared by the Board. The exercise of the powers and rights of the Board of Trustees pursuant to this Section 6.4 shall be subject to the provisions of any class or series of Shares at the time outstanding. The receipt by any person in whose name the any Shares are registered on the records of the Trust or by his duly authorized agent shall be a sufficient discharge for all dividends or distributions payable or deliverable in respect of such Shares and from all liability to see to the application thereof.

Section 6.5 General Nature of Shares. All Shares shall be personal property entitling the shareholders only to those rights provided in the Declaration of Trust. The shareholders shall have no interest in the property of the Trust and shall have no right to compel any partition, division, dividend or distribution of the Trust or of the property of the Trust. The death of a shareholder shall not terminate the Trust. The Trust is entitled to treat as shareholders only those persons in whose names Shares are registered as holders of Shares on the beneficial interest ledger of the Trust.

Section 6.6 Fractional Shares. The Trust may, without the consent or approval of any shareholder, issue fractional Shares, eliminate a fraction of a Share by rounding up or down to a full Share, arrange for the disposition of a fraction of a Share by the person entitled to it, or pay cash for the fair value of a fraction of a Share.

Section 6.7 Declaration and Bylaws. All shareholders are subject to the provisions of the Declaration of Trust and the Bylaws of the Trust.

4

ARTICLE VII

SHAREHOLDERS

Section 7.1 Meetings. There shall be an annual meeting of the shareholders, to be held on proper notice at such time (after the delivery of the annual report) and convenient location as shall be determined by or in the manner prescribed in the Bylaws, for the election of the Trustees, if required, and for the transaction of any other business within the powers of the Trust. Except as otherwise provided in the Declaration of Trust, special meetings of shareholders may be called in the manner provided in the Bylaws. If there are no Trustees, the officers of the Trust shall promptly call a special meeting of the shareholders entitled to vote for the election of successor Trustees. Any meeting may be adjourned and reconvened as the Trustees determine or as provided in the Bylaws.

Section 7.2 Voting Rights. Subject to the provisions of any class or series of Shares then outstanding, the shareholders shall be entitled to vote only on the following matters: (a) election of Trustees as provided in Section 5.4 and the removal of Trustees as provided in Section 5.5; (b) amendment of the Declaration of Trust as provided in Article IX; (c) termination of the Trust as provided in Section 10.2; (d) merger or consolidation of the Trust, or the sale or disposition of substantially all of the Trust Property, as provided in Article X; (e) such other matters with respect to which the Board of Trustees has adopted a resolution declaring that a proposed action is advisable and directing that the matter be submitted to the shareholders for approval or ratification and (f) such other matters as may properly be brought before a meeting by a Shareholder pursuant to the Bylaws. Except with respect to the foregoing matters, no action taken by the shareholders at any meeting shall in any way bind the Board of Trustees.

Section 7.3 Preemptive and Appraisal Rights. Except as may be provided by the Board of Trustees in setting the terms of classified or reclassified Shares pursuant to Section 6.1, or as may otherwise be provided by contract, no holder of Shares shall, as such holder, (a) have any preemptive right to purchase or subscribe for any additional Shares of the Trust or any other security of the Trust which it may issue or sell or (b), except as expressly required by Title 8, have any right to require the Trust to pay him the fair value of his Shares in an appraisal or similar proceeding.

Section 7.4 Extraordinary Actions. Notwithstanding any provision of law permitting or requiring any action to be taken or authorized by the affirmative vote of the holders of a greater number of votes, any such action shall be effective and valid if taken or approved by the affirmative vote of holders of Shares entitled to cast a majority of all the votes entitled to be cast on the matter.

Section 7.5 Action By Shareholders without a Meeting. The Bylaws of the Trust may provide that any action required or permitted to be taken by the shareholders may be taken without a meeting by the written consent of the shareholders entitled to cast a sufficient number of votes to approve the matter as required by statute, the Declaration of Trust or the Bylaws of the Trust, as the case may be.

5

ARTICLE VIII

LIABILITY OF SHAREHOLDERS, TRUSTEES, OFFICERS,

EMPLOYEES AND AGENTS

AND TRANSACTIONS BETWEEN THEM AND THE TRUST

Section 8.1 Limitation of Shareholder Liability. No Shareholder shall be liable for any debt, claim, demand, judgment or obligation of any kind of, against or with respect to the Trust by reason of his being a Shareholder, nor shall any Shareholder be subject to any personal liability whatsoever, in tort, contract or otherwise, to any Person in connection with the property or affairs of the Trust.

Section 8.2 Limitation of Trustee and Officer Liability. To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of trustees and officers of a real estate investment trust, no Trustee or officer of the Trust shall be liable to the Trust or to any Shareholder for money damages. Neither the amendment nor repeal of this Section, nor the adoption or amendment of any other provision of this Declaration of Trust inconsistent with this Section, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

Section 8.3 Express Exculpatory Clauses in Instruments. Neither the Shareholders nor the Trustees, officers, employees or agents of the Trust shall be liable under any written instrument creating an obligation of the Trust, and all persons shall look solely to the property of the Trust for the payment of any claim under or for the performance of that instrument. The omission of the foregoing exculpatory language from any instrument shall not affect the validity or enforceability of such instrument and shall not render any Shareholder, Trustee, officer, employee or agent liable thereunder to any third party, nor shall the Trustees or any officer, employee or agent of the Trust be liable to anyone for such omission.

Section 8.4 Indemnification. The Trust shall have the power, to the maximum extent permitted by Maryland law, to obligate itself to indemnify, and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to, each Shareholder Trustee or officer (including any person who, while a Trustee of the Trust, is or was serving at the request of the Trust as a director, officer, partner, trustee, employee or agent of another foreign or domestic real estate investment trust, corporation, partnership, joint venture, trust, other enterprise or employee benefit plan) from all claims and liabilities to which such person may become subject by reason of his being or having been a Shareholder, Trustee, officer, employee or agent.

Section 8.5 Transactions Between the Trust and its Trustees, Officers, Employees and Agents. Subject to any express restrictions in this Declaration of Trust or adopted by the Trustees in the Bylaws or by resolution, the Trust may enter into any contract or transaction of

6

any kind (including, without limitation, for the purchase or sale of property or for any type of services, including those in connection with underwriting or the offer or sale of Securities of the Trust) with any person, including any Trustee, officer, employee or agent of the Trust or any person affiliated with a Trustee, officer, employee or agent of the Trust, whether or not any of them has a financial interest in such transaction.

ARTICLE IX

AMENDMENT

Section 9.1 General. This Declaration of Trust may not be amended except as provided in this Article IX.

Section 9.2 By Trustees. The Trustees, by a two-thirds vote, may amend any provision of this Declaration of Trust from time to time to enable the Trust to qualify as a real estate investment trust under the Code or under Title 8.

Section 9.3 By Shareholders. Except as provided in Section 9.2 of this Article IX, this Declaration of Trust may be amended only by the affirmative vote of the holders of not less than a majority of the Shares then outstanding and entitled to vote thereon.

ARTICLE X

MERGER, CONSOLIDATION OR SALE OF TRUST PROPERTY

Subject to the provisions of any class or series of Shares at the time outstanding, the Trust may (a) merge the Trust into another entity, (b) consolidate the Trust with one or more other entities into a new entity or (c) sell, lease, exchange or otherwise transfer all or substantially all of the Trust Property.

ARTICLE XI

DURATION OF TRUST

Section 11.1 Duration. The Trust shall continue perpetually unless terminated pursuant to Section 11.2 or pursuant to any applicable provision of Title 8.

Section 11.2 Termination.

(a) Subject to the provisions of any class or series of Shares at the time outstanding, after approval by a majority of the entire Board of Trustees, the Trust may be terminated at any meeting of shareholders, by the affirmative vote of a majority of all the votes entitled to be cast on the matter. Upon the termination of the Trust:

(i) The Trust shall carry on no business except for the purpose of winding up its affairs.

7

(ii) The Trustees shall proceed to wind up the affairs of the Trust and all of the powers of the Trustees under the Declaration of Trust shall continue, including the powers to fulfill or discharge the Trust’s contracts, collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining property of the Trust to one or more persons at public or private sale for consideration which may consist in whole or in part of cash, securities or other property of any kind, discharge or pay its liabilities and do all other acts appropriate to liquidate its business.

(iii) After paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities and agreements as they deem necessary for their protection, the Trust may distribute the remaining property of the Trust among the shareholders so that after payment in full or the setting apart for payment of such preferential amounts, if any, to which the holders of any Shares at the time outstanding shall be entitled, the remaining property of the Trust shall, subject to any participating or similar rights of Shares at the time outstanding, be distributed ratably among the holders of Common Shares at the time outstanding.

(b) After termination of the Trust, the liquidation of its business and the distribution to the shareholders as herein provided, a majority of the Trustees shall execute and file with the Trust’s records a document certifying that the Trust has been duly terminated, and the Trustees shall be discharged from all liabilities and duties hereunder, and the rights and interests of all shareholders shall cease.

ARTICLE XII

MISCELLANEOUS

Section 12.1 Governing Law. This Declaration of Trust is made and delivered in the State of Maryland with reference to the laws thereof, and the rights of all parties and the validity, construction and effect of every provision hereof shall be subject to and construed according to the laws of the State of Maryland without regard to conflicts of laws provisions thereof.

Section 12.2 Reliance by Third Parties. Any certificate shall be final and conclusive as to any person dealing with the Trust if executed by the Secretary or an Assistant Secretary of the Trust or a Trustee, and if certifying to: (a) the number or identity of Trustees, officers of the Trust or shareholders; (b) the due authorization of the execution of any document; (c) the action or vote taken, and the existence of a quorum, at a meeting of the Board of Trustees or shareholders; (d) a copy of the Declaration of Trust or of the Bylaws as a true and complete copy as then in force; (e) an amendment to the Declaration of Trust; (f) the termination of the

8

Trust; or (g) the existence of any fact relating to the affairs of the Trust. No purchaser, lender, transfer agent or other person shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trust on its behalf or by any officer, employee or agent of the Trust.

Section 12.3 Severability.

(a) The provisions of the Declaration of Trust are severable, and if the Board of Trustees shall determine, with the advice of counsel, that any one or more of such provisions (the “Conflicting Provisions”) are in conflict with the Code, Title 8 or other applicable federal or state laws, the Conflicting Provisions, to the extent of the conflict, shall be deemed never to have constituted a part of the Declaration of Trust, even without any amendment of the Declaration of Trust pursuant to Article IX and without affecting or impairing any of the remaining provisions of the Declaration of Trust or rendering invalid or improper any action taken or omitted prior to such determination. No Trustee shall be liable for making or failing to make such a determination. In the event of any such determination by the Board of Trustees, the Board shall amend the Declaration of Trust in the manner provided in Section 9.2.

(b) If any provision of the Declaration of Trust shall be held invalid or unenforceable in any jurisdiction, such holding shall apply only to the extent of any such invalidity or unenforceability and shall not in any manner affect, impair or render invalid or unenforceable such provision in any other jurisdiction or any other provision of the Declaration of Trust in any jurisdiction.

Section 12.4 Construction. In the Declaration of Trust, unless the context otherwise requires, words used in the singular or in the plural include both the plural and singular and words denoting any gender include all genders. The title and headings of different parts are inserted for convenience and shall not affect the meaning, construction or effect of the Declaration of Trust. In defining or interpreting the powers and duties of the Trust and its Trustees and officers, reference may be made by the Trustees or officers, to the extent appropriate and not inconsistent with the Code (if the Trust has elected status as a real estate investment trust under the Code) or Title 8, to Titles 1 through 3 of the Corporations and Associations Article of the Annotated Code of Maryland. In furtherance and not in limitation of the foregoing, in accordance with the provisions of Title 3, Subtitles 6 and 7, of the Corporations and Associations Article of the Annotated Code of Maryland, the Trust shall be included within the definition of “corporation” for purposes of such provisions.

Section 12.5 Recordation. The Declaration of Trust and any amendment hereto shall be filed for record with the State Department of Assessments and Taxation of Maryland and may also be filed or recorded in such other places as the Trustees deem appropriate, but failure to file for record the Declaration of Trust or any amendment hereto in any office other than in the State of Maryland shall not affect or impair the validity or effectiveness of the Declaration of Trust or any amendment hereto. A restated Declaration of Trust shall, upon filing, be conclusive evidence of all amendments contained therein and may thereafter be referred to in lieu of the original Declaration of Trust and the various amendments thereto.

9

EX-3.8.1

Exhibit 3.8.1

AMENDED AND RESTATED CERTIFICATE OF LIMITED PARTNERSHIP

OF

ELDERTRUST OPERATING LIMITED PARTNERSHIP

This Amended and Restated Certificate of Limited Partnership of Elder Trust Operating Limited Partnership (the “Limited Partnership”), originally formed in Delaware on July 30, 1997, is being duly executed and filed by the undersigned in accordance with Section 17-210 of the Delaware Revised Uniform Limited Partnership Act for the purpose of the continuing the Limited Partnership.

1. The name of the limited partnership is

ElderTrust Operating Limited Partnership

2. The address of the registered office of the limited partnership in Delaware is:

1209 Orange Street, Wilmington, County of New Castle, Delaware 19801

The limited partnership’s registered agent at that address is:

The Corporation Trust Company

3. The name and address of the sole general partner is:

NAME	ADDRESS
ElderTrust	415 McFarlan Road, Suite 202 Kennett Square, Pennsylvania 19348

IN WITNESS WHEREOF, the undersigned constituting the sole general partner of the Limited Partnership, has caused this Certificate of Limited Partnership to be duly executed effective as of the 30th day of January, 1998.

SOLE GENERAL PARTNER:
ElderTrust a Maryland real estate investment trust
By:	/s/ D. Lee McCreary, Jr.
Name:	D. Lee McCreary, Jr.
Title:	Vice President and Secretary

EX-3.9.1

Exhibit 3.9.1

CERTIFICATE OF INCORPORATION

OF

ET CAPITAL CORP.

1. NAME

The name of this corporation is ET Capital Corp. (the “Corporation”).

2. REGISTERED OFFICE AND AGENT

The registered office of the Corporation shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 in the County of New Castle. The registered agent of the Corporation at such address shall be The Corporation Trust Company.

3. PURPOSE AND POWERS

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”). The Corporation shall have all power necessary or convenient to the conduct, promotion or attainment of such acts and activities.

4. CAPITAL STOCK

4.1 Authorized Shares

The aggregate number of shares of common stock (referred to in this Certificate of Incorporation as “Common Stock”) which the Corporation shall have the authority to issue is One Thousand (1,000), with a par value of one cent ($0.01) per share. The Common Stock shall be divided into two classes, as follows: (i) Fifty (50) shares shall be designated as shares of voting common stock (“Voting Common Stock”), and (ii) Nine Hundred Fifty (950) shares shall be designated as shares of nonvoting common stock (“Nonvoting Common Stock”). Except as provided in Section 4.2 hereof, all shares of Voting Common Stock and Nonvoting Common Stock shall be identical and shall entitle the holders thereof to the same rights and privileges. The holders of shares of Common Stock shall be entitled to receive, in proportion to the number of shares of Common Stock held, the net assets of the Corporation upon dissolution.

4.2 Voting Rights

Each share of Voting Common Stock shall have one (1) vote on each matter submitted to a vote of the stockholders of the Corporation. The holders of shares of Nonvoting Common Stock shall not be entitled to vote on any matters upon which stockholders of the Corporation may vote. The holders of Nonvoting Common Stock shall be entitled to notification as to any meeting of stockholders of the Corporation.

5. PREEMPTIVE AND PREFERENTIAL RIGHTS

No holder of shares of any class of stock authorized or issued pursuant hereto shall have any preemptive or preferential right of subscription to, or purchase of, any shares of any class of stock of this Corporation, either now or hereafter authorized, or to the obligations convertible into stock of any class of this Corporation, other than such rights, if any, as the Board of Directors in its discretion may from time to time determine, and at such prices as the Board of Directors may from time to time fix pursuant to the authority conferred by this Certificate of Incorporation.

6. INCORPORATOR; INITIAL DIRECTORS

6.1 Incorporator

The name and mailing address of the incorporator (the “Incorporator”) is M.C. Kinnamon at The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The powers of the Incorporator shall terminate upon the filing of this Certificate of Incorporation.

6.2 Initial Directors

The following persons, having the following mailing addresses, shall serve as the directors of the Corporation until the first annual meeting of the stockholders of the Corporation or until their successors are elected and qualified:

NAME	MAILING ADDRESS
Michael R. Walker	415 McFarlan Road, Suite 202 Kennett Square, Pennsylvania 19438
Edward B. Romanov, Jr.	415 McFarlan Road, Suite 202 Kennett Square, Pennsylvania 19438
D. Lee McCreary, Jr.	415 McFarlan Road, Suite 202 Kennett Square, Pennsylvania 19438

7. BOARD OF DIRECTORS

7.1 Number; Election

The number of directors of the Corporation shall be such number as from time to time shall be fixed by, or in the manner provided in, the Bylaws of the Corporation. Unless and except to the extent that the Bylaws of the Corporation shall otherwise require, the election of directors of the Corporation need not be by written ballot.

7.2 Limitation of Liability

No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) under Section 174 of

the Delaware General Corporation Law; or (d) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article 7.2 shall be prospective only and shall not adversely affect any right or protection of, or any limitation of the liability of, a director of the Corporation existing at, or arising out of facts or incidents occurring prior to, the effective date of such repeal or modification.

8. EXISTENCE

The Corporation shall have perpetual existence.

9. INDEMNIFICATION

The Corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law (or its successor), as the same may be amended from time to time, indemnify any and all directors and officers of the Corporation from and against any and all of the expenses (and shall advance expenses to the extent provided for by said section), liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

10. BYLAWS

In furtherance and not in limitation of the powers conferred by the Delaware General Corporation Law, the Board of Directors, except as otherwise provided in this Certificate of Incorporation or provisions of the Bylaws of the Corporation, is expressly authorized and empowered to adopt, alter, amend and repeal the Bylaws of the Corporation by a vote of a majority of the Board of Directors.

IN WITNESS WHEREOF, the undersigned, being the Incorporator hereinabove named, for the purpose of forming a corporation pursuant to the Delaware General Corporation Law, hereby certifies that the facts hereinabove stated are truly set forth, and accordingly executes this Certificate of Incorporation this 26th day of January, 1998.

THE CORPORATION TRUST COMPANY
Incorporator
By:	/s/ M.C. Kinnamon
Name:	M.C. Kinnamon
Title:	Incorporator

EX-3.9.2

Exhibit 3.9.2

ET CAPITAL CORP.

BYLAWS

ARTICLE 1.

OFFICES

The Corporation shall maintain a registered office in the State of Delaware as required by law. The initial registered office of the Corporation shall be in Wilmington, Delaware, and the initial registered agent shall be The Corporation Trust Company. The Corporation may also have offices at such other places, within or without the State of Delaware, as the business of the Corporation may require.

ARTICLE 2.

STOCKHOLDERS

Section 2.01. Annual Meeting.

The annual meeting of stockholders shall be held on such date and at such time as determined by the Board of Directors. At each annual meeting, stockholders entitled to vote at an election of directors shall elect the members of the Board of Directors and transact such other business as may be properly brought before the meeting.

Section 2.02. Special Meetings.

Special meetings of stockholders for any purpose or purposes, described in the meeting notice, may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the directors or of the holders of twenty-five percent (25%) or more of the issued and outstanding shares of Common Stock of the Corporation entitled to be voted at the meeting. Such a request shall state the purpose or purposes of the proposed meeting.

Section 2.03. Place of Meetings.

Meetings of stockholders shall be held at such place, within or without the State of Delaware, as designated by the Board of Directors.

Section 2.04. Notice of Stockholder Meetings.

(a) Required Notice. Notice of any meeting of stockholders, stating the place, date and hour of the meeting, and (if it is a special meeting) the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting (except to the extent that such notice is waived or is not required as provided in the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”) or these Bylaws). Such notice shall be given in accordance with, and shall be deemed effective as set forth in, Section 222 (or any successor section) of the Delaware General Corporation Law.

(b) Adjourned Meeting. If any stockholder meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, and place, if the new date, time, and place is announced at the meeting before adjournment. But if the adjournment is for more than thirty (30) days or if after the adjournment a new record date is or must be fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder, whether such stockholder is entitled to vote at the meeting or not, pursuant to the requirements of Section 2.04(a) above.

(c) Waiver of Notice. Whenever the giving of any notice is required by statute, the Certificate of Incorporation or these Bylaws, a waiver thereof, in writing and delivered to the Corporation, signed by the person or persons entitled to said notice, whether before or after the event as to which such notice is required, shall be deemed equivalent to notice. Attendance of a stockholder at a meeting shall constitute a waiver of notice (1) of such meeting, except when the stockholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (2) (if it is a special meeting) of consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the stockholder objects to considering the matter at the beginning of the meeting.

(d) Contents of Notice. The notice of each special stockholder meeting shall include a description of the purpose or purposes for which the meeting is called. Except as provided in this Section 2.04(d), or as provided in the Corporation’s Certificate of Incorporation, or otherwise in the Delaware General Corporation Law, the notice of an annual stockholder meeting need not include a description of the purpose or purposes for which the meeting is called.

Section 2.05. Fixing of Record Date.

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty days nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, unless the Board of Directors fixes a new record date for the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior

-2-

action by the Board of Directors is required by the Delaware General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Section 213(b) of the Delaware General Corporation Law. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 2.06. Quorum.

Stockholders may take action on a matter at a meeting only if a quorum exists with respect to that matter. Except as otherwise provided by statute or by the Certificate of Incorporation, the holders of a majority of the stock issued and outstanding and entitled to vote at the meeting, and who are present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. Once a share is represented for any purpose at a meeting (other than solely to object (1) to holding the meeting or transacting business at the meeting, or (2) (if it is a special meeting) to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice), it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting. If less than a quorum is present, the holders of a majority of the voting shares whose holders are so present or represented may from time to time adjourn the meeting to another place, date, or hour until a quorum is present, whereupon the meeting may be held, as adjourned, without further notice except as required by law or by Section 2.04 hereof. At the adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the original meeting.

Section 2.07. Voting.

When a quorum is present at a meeting of the stockholders, the vote of the holders of a majority of the shares of Common Stock entitled to be voted whose holders are present in person or represented by proxy shall decide any question brought before the meeting, unless the question is one upon which, by express provision of law or of the Corporation’s Certificate of Incorporation or of these Bylaws, a different vote is required. Unless otherwise provided in the Delaware General Corporation Law or in the Corporation’s Certificate of Incorporation, each stockholder shall at a meeting of the stockholders be entitled to one (1) vote on each matter, in person or by proxy, for each share of the Corporation’s capital stock that has voting power and that is held by such stockholder. At a meeting of the stockholders, all questions relating to the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting.

Section 2.08. Presiding Officer of Meetings.

The Chairman of the Board or in his absence by the President shall preside at all meetings of the stockholders. In the absence of the Chairman of the Board and the President„ the presiding officer shall be such person as is elected by vote of the holders of a majority of the shares of Common Stock entitled to vote at such meeting whose holders are present in person or represented by proxy at the meeting.

-3-

Section 2.09. Secretary of Meetings.

The Secretary of the Corporation shall act as secretary of all meetings of the stockholders. In the absence of the Secretary, the presiding officer of the meeting shall appoint any other person to act as secretary of the meeting.

Section 2.10. Action in Lieu of Meeting.

Except as otherwise provided in Section 211(b) of the Delaware General Corporation Law, any action required or permitted to be taken at a stockholders’ meeting may be taken without a meeting if the action is taken by persons who would be entitled to vote at a meeting and who hold shares having voting power to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all stockholders entitled to vote were present and voted. The action must be evidenced by one (1) or more written consents describing the action taken, signed by the stockholders entitled to take action without a meeting, and delivered to the Corporation for inclusion in the minute book. No consent shall be effective to take the corporate action specified unless the number of consents required to take such action are delivered to the Corporation within sixty (60) days of the delivery of the earliest-dated consent. All stockholders entitled to vote on the record date of such written consent who do not participate in taking the action shall be given prompt written notice thereof in accordance with the Delaware General Corporation Law.

Section 2.11. Proxies.

At all meetings of stockholders, a stockholder may vote in person or vote by proxy which is executed in writing by the stockholder or which is executed by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation or other persons authorized to tabulate votes before or at the time of the meeting. No proxy shall be valid after three (3) years from the date of its execution unless the proxy provides for a longer period.

ARTICLE 3.

BOARD OF DIRECTORS

Section 3.01. Powers.

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things, subject to any limitation set forth in the Certificate of Incorporation or as otherwise may be provided in the Delaware General Corporation Law.

Section 3.02. Number; Election; Qualification; Term.

(a) The number of directors which shall constitute the whole board shall be determined by resolution of the Board of Directors.

-4-

(b) The Board of Directors shall nominate candidates to stand for election as directors; and other candidates also may be nominated by any Corporation stockholder entitled to vote at an election of directors, provided such other nomination(s) are submitted in writing to the Secretary of the Corporation no later than ninety (90) days prior to the meeting of stockholders at which such directors are to be elected, together with the identity of the nominator and the number of shares of the Corporation’s stock owned, directly or indirectly, by the nominator. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3.03 hereof, and each director elected shall hold office until such director’s successor is elected and qualified or until the director’s earlier resignation or removal. Directors need not be stockholders.

Section 3.03. Vacancies.

Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by the stockholders entitled to vote at an election of directors or by a majority of the directors then in office, although fewer than a quorum, or by a sole remaining director. Each director so chosen shall hold office until the next election of directors, and until such director’s successor is elected and qualified, or until the director’s earlier resignation or removal. In the event that one (1) or more directors resigns from the board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office until the next election of directors, and until such director’s successor is elected and qualified, or until the director’s earlier resignation or removal.

Section 3.04. Place of Meetings.

Any meeting of the Board of Directors may be held either within or without the State of Delaware.

Section 3.05. Annual Meeting.

There shall be an annual meeting of the Board of Directors for the transaction of such business as may be brought before the meeting. The annual meeting of the Board shall be held immediately following the annual meeting of the stockholders or any adjournment thereof, at the place where the annual meeting of the stockholders was held or at such other place as a majority of the directors who are then present determine. If the annual meeting is not so held, it shall be called and held in the manner provided herein for special meetings of the Board or conducted pursuant to Section 3.12.

Section 3.06. Regular Meetings.

Regular meetings of the Board of Directors, other than the annual meeting, may be held without notice at such times and places as the Board may have fixed by resolution.

-5-

Section 3.07. Special Meetings.

Special meetings of the Board of Directors may be called by the Chairman of the Board or the President and shall be called on the written request of any director.

Section 3.08. Notice of, and Waiver of Notice for, Special Meetings.

Unless the Corporation’s Certificate of Incorporation provides for a longer or shorter period, notice of any special director meeting shall be given at least three (3) days prior thereto either orally or in writing. The notice need not describe the purpose of any special director meeting. If mailed, notice of any director meeting shall be deemed to be effective at the earlier of: (i) when received, (ii) five (5) days after deposited in the United States mail, postage prepaid, addressed to the director’s business office, or (iii) the date shown on the return receipt if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director. Any director may waive notice of any meeting. Except as provided in the next sentence, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business and at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to action taken at the meeting.

Section 3.09. Organization.

Every meeting of the Board of Directors shall be presided over by the Chairman of the Board or in his absence by the President. In the absence of the Chairman of the Board and the President, a presiding officer shall be chosen by a majority of the directors present. The Secretary of the Corporation shall act as secretary of the meeting. In the absence of the Secretary, the presiding officer shall appoint another person to act as secretary of the meeting.

Section 3.10. Quorum.

The presence of a majority of the total number of directors prescribed pursuant to Section 3.02(a) of these Bylaws shall be necessary to constitute a quorum for the transaction of business at a meeting of the Board of Directors. If less than a quorum is present, a majority of the directors present may from time to time adjourn the meeting to another time or place until a quorum is present, whereupon the meeting may be held, as adjourned, without further notice.

Section 3.11. Vote.

The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, by the Corporation’s Certificate of Incorporation, or by these Bylaws. Where a vote of the directors present results in a tie, the action proposed shall not constitute an act of the Board of Directors.

-6-

Section 3.12. Action in Lieu of a Meeting.

Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all directors consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or committee.

Section 3.13. Conference Call Meeting.

Members of the Board of Directors or of any committee thereof may participate in a meeting of the Board or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 3.14. Removal of Director.

Subject to any agreement among the stockholders to the contrary, any director or the entire Board of Directors may be removed by the holders of a majority of shares of Common Stock then entitled to vote at an election of directors but only if cause exists for the removal. For purposes of this Section 3.14, “cause” shall mean the willful and continuous failure of a director to substantially perform such director’s duties to the Corporation (other than any such failure resulting from temporary incapacity due to physical or mental illness) or the willful engaging by a director in gross misconduct materially and demonstrably injurious to the Corporation.

Section 3.15. Chairman of the Board.

The Board of Directors may choose a Chairman of the Board who shall, if present, preside at meetings of the Board and of the stockholders. The Chairman of the Board may be an officer of the Corporation elected pursuant to Article 4.

Section 3.16. Compensation.

Unless otherwise provided in the Corporation’s Certificate of Incorporation, no director shall receive compensation for services to the Corporation in his capacity as a director. Officers of the Corporation or of any stockholder of the Corporation will not be paid director fees.

Section 3.17. Committees of Directors.

The Board of Directors may by resolution create one (1) or more committees and appoint members of the Board of Directors to serve on the committees at the pleasure of the Board of Directors. To the extent specified in a resolution adopted by the Board of Directors, each committee may exercise the full authority of the Board of Directors, except as limited by Section 141 (or any successor section) of the Delaware General Corporation Law. All provisions of the Delaware General Corporation Law and these Bylaws relating to meetings, action without meetings, notice (and waiver thereof), and quorum and voting requirements of the Board of Directors apply, as well, to such committees and their members.

-7-

ARTICLE 4.

OFFICERS

Section 4.01. Positions.

The officers of the Corporation shall be a President, a Secretary and a Treasurer, and such other officers as the Board of Directors (or an officer authorized by the Board of Directors) from time to time may appoint, including one (1) or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. Each such officer shall exercise such powers and perform such duties as shall be set forth below and such other powers and duties as from time to time may be specified by the Board of Directors or by any officer(s) authorized by the Board of Directors to prescribe the duties of such other officers. Any number of offices may be held by the same person, except that in no event shall the President and the Secretary be the same person. Each of the President and/or any Vice President may execute bonds, mortgages and other documents under the seal of the Corporation, except where required or permitted by law to be otherwise executed and except where the execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

Section 4.02. President.

The President shall be the chief executive officer of the Corporation and shall have overall executive responsibility and authority for management of the business, affairs and operations of the Corporation, subject to the authority of the Board of Directors. The President may execute bonds, mortgages and other contracts, under the seal of the Corporation, if required, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shell be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

Section 4.03. Vice President.

In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President or if there shall be more than one (1), the Vice Presidents in the order determined by the Board of Directors (or if there shall have been no such determination, then in the order of their election) shall perform the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. Each Vice President shall perform such other duties as may be determined from time to time by the Board of Directors or the President.

Section 4.04. Secretary.

The Secretary shall have responsibility for preparation of minutes of meetings of the Board of Directors and of the stockholders and for authenticating records of the Corporation. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors. The Secretary or an Assistant Secretary may also attest all instruments signed by any other officer of the Corporation.

-8-

Section 4.05. Assistant Secretary.

The Assistant Secretary, or if there shall be more than one (1), the Assistant Secretaries in the order determined by the Board of Directors (or if there shall have been no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, perform the duties and exercise the powers of the Secretary.

Section 4.06. Treasurer.

The Treasurer shall be the chief financial officer of the Corporation and shall have responsibility for the custody of the corporate funds and securities and shall see to it that full and accurate accounts of receipts and disbursements are kept in books belonging to the Corporation. The Treasurer shall render to the Chairman, the President, and the Board of Directors, upon request, an account of all financial transactions and of the financial condition of the Corporation.

Section 4.07. Assistant Treasurer.

The Assistant Treasurer, or if there shall be more than one (1), the Assistant Treasurers in the order determined by the Board of Directors (or if there shall have been no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, perform the duties and exercise the powers of the Treasurer.

Section 4.08. Term of Office.

The officers of the Corporation shall hold office until their successors are chosen and qualify or until their earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors.

Section 4.09. Compensation.

The compensation of officers of the Corporation shall be fixed by the Board of Directors or by any officer(s) authorized by the Board of Directors to prescribe the compensation of such other officers.

Section 4.10. Fidelity Bonds.

The Corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.

-9-

ARTICLE 5.

CAPITAL STOCK

Section 5.01. Certificates of Stock.

Certificates for shares of capital stock of the Corporation shall be in such form as the Board of Directors may from time to time prescribe and shall be signed by the President or a Vice President and by the Secretary or the Treasurer. Any or each of the signatures on a stock certificate, including that of any transfer agent or registrar, may be a facsimile. If any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent, or registrar before the certificate is issued, the certificate may be issued by the Corporation with the same effect as if the officer, transfer agent, or registrar were the officer, transfer agent, or registrar at the date of issuance.

Section 5.02. Transfer of Stock.

Subject to restrictions provided in the Corporation’s Certificate of Incorporation and any agreement among the stockholders, shares of stock of the Corporation shall be transferable on the books of the Corporation only by the holder of record thereof, in person or by duly authorized attorney, upon surrender and cancellation of a certificate or certificates for a like number of shares, with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, and with such proof of the authenticity of the signature and of authority to transfer, and of payment of transfer taxes, as the Corporation or its agents may require.

Section 5.03. Ownership of Stock.

The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the owner thereof in fact and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it has express or other notice thereof, except as otherwise expressly provided by law.

Section 5.04. Lost Certificates.

The Board of Directors, Chairman, President or Secretary may direct a new certificate of stock to be issued in place of any certificate theretofore issued by the Corporation and alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen or destroyed. When authorizing such issuance of a new certificate, the board or any such officer may, as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or such owner’s legal representative, to advertise the same in such manner as the board or such officer shall require and/or to give the Corporation a bond, in such sum as the board or such officer may direct, as indemnity against any claim that may be made against the Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate or uncertificated shares.

-10-

ARTICLE 6.

MISCELLANEOUS

Section 6.01. Corporate Seal.

The seal of the Corporation shall be circular in form and shall contain the name of the Corporation, the year of incorporation, and the word “Delaware.”

Section 6.02. Fiscal Year.

The fiscal year of the Corporation shall be the calendar year.

Section 6.03. Insurance.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) against liability asserted against or incurred by such person in such capacity or arising from such person’s status as such (whether or not the Corporation would have the power to indemnify such person against the same liability).

Section 6.04. Inspection of Books and Records.

Any stockholder, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office or at its principal place of business.

ARTICLE 7.

INDEMNIFICATION; TRANSACTIONS

WITH INTERESTED PERSONS

Section 7.01. Indemnification.

The Corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as the same may be amended and supplemented (the “DGCL”), indemnify any and all directors and officers of the Corporation from and against any and all of the expenses (and shall advance expenses to the extent provided for by Section 3.45(e) of the DGCL), liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under the Corporation’s Certificate of Incorporation or any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his

-11-

official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.02. Transactions With Interested Persons.

No contract or transaction between the Corporation and any of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which any of its directors or officers is a director or officer or has a financial interest, shall be void or voidable solely for that reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or a committee thereof at which the contract or transaction is authorized or solely because his vote is counted for such purpose, if the contract or transaction is fair and reasonable as to the Corporation as of the time it is authorized, approved, or ratified by the Board of Directors, a committee thereof, or the stockholders.

ARTICLE 8.

AMENDMENT

Except as otherwise provided in the Certificate of Incorporation or provisions of these Bylaws, these Bylaws may be adopted, altered, amended or repealed by the Board of Directors or by a majority vote of holders of shares of Common Stock then entitled to vote.

* * * * *

The undersigned, being the Secretary of ElderTrust, hereby certifies the foregoing to be the Bylaws of that Corporation adopted by the Board of Directors of the Corporation as of January 26, 1998.

/s/ D. Lee McCreary, Jr.

D. Lee McCreary, Jr.

Secretary

-12-

EX-3.10.1

Exhibit 3.10.1

CERTIFICATE OF LIMITED PARTNERSHIP

OF

ET SUB-BERKSHIRE LIMITED PARTNERSHIP

THE UNDERSIGNED, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, Delaware Code Annotated, Title 6, Chapter 17, does hereby certify as follows:

FIRST:	The name of the limited partnership is ET Sub-Berkshire Limited Partnership (the “Limited Partnership”).
SECOND:	The name and address of the registered agent is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.
THIRD:	The name and mailing address of the general partner is ET Berkshire LLC, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of ET Sub-Berkshire Limited Partnership as of January 24, 2001.

BY:	ET BERKSHIRE, LLC
	By:	ElderTrust Operating Limited Partnership,
		Authorized Agent
		By:	ElderTrust, General Partner
			By:	/s/ D. Lee McCreary, Jr.
				D. Lee McCreary, Jr.
				President and Chief Executive Officer

EX-3.10.2

Exhibit 3.10.2

AGREEMENT OF LIMITED PARTNERSHIP

OF

ET SUB-BERKSHIRE LIMITED PARTNERSHIP

A Delaware Limited Partnership

TABLE OF CONTENTS

	Page
ARTICLE 1.   DEFINITIONS	4
ARTICLE 2.  FORMATION, PURPOSES AND DURATION	7
2.1   Formation	7
2.2   Name	7
2.3   Purpose	7
2.4   Place of Business	7
2.5   Term	8
2.6   Registered Agent and Office	8
2.7   Qualification	8
ARTICLE 3.   CAPITAL CONTRIBUTIONS	8
3.1   Initial Capital Contributions and Percentages	8
3.2   No Interest on Capital	8
3.3   Withdrawal of Capital	8
ARTICLE 4.   DISTRIBUTIONS AND ALLOCATIONS	9
4.1   Distributions	9
4.2   Allocation of Income and Losses	9
4.3   Income Tax Classification	9
ARTICLE 5.   ACCOUNTING AND RECORDS	9
5.1   Books and Records	9
5.1.1   Maintenance	9
5.1.2   Recordkeeping	9
5.1.3   Method of Accounting	10
5.2   Accounts and Accounting	10
5.2.1   Capital Accounts	10
5.2.2   Account Balances	10
5.3   Basis Information	10
5.4   Fiscal Periods	11
5.5   Reports	11
ARTICLE 6.   POWERS AND DUTIES OF PARTNERS	11
6.1   General Partner Power and Authority	11
6.2   Tax Matters Partner	11
6.2.1   Tax Matters Partner	11
6.2.2   Indemnification	11
6.3   Reimbursement of Costs	12
6.4   Limited Partners	12
6.4.1   No Management Rights	12
6.4.2   Limited Liability	12
6.5   Indemnification; Reimbursement of Expenses; Insurance	12
ARTICLE 7.   TRANSFERS OF INTERESTS; WITHDRAWAL	12
7.1   General Partner Transfers	12
7.2   Limited Partner Transfers	13
7.3   Invalid Transfers	13
7.4   Limited Partner Withdrawal	13

- 2 -

7.5   General Partner Withdrawal	13
7.5.1   Events of Withdrawal	13
7.5.2   Voluntary Withdrawal	13
ARTICLE 8.   DISSOLUTION, WINDING UP AND TERMINATION	13
8.1   Dissolution	13
8.2   Winding Up and Termination	14
8.2.1   Distribution Priority	14
8.2.2   Continued Validity of Agreement	14
8.3   Liquidation of Assets	15
8.4   Final Accounting	15
ARTICLE 9.   GENERAL PROVISIONS	15
9.1   Complete Agreement	15
9.2   Amendments	15
9.2.1   Conditions to Amendments	15
9.2.2   Amendments Without Limited Partner Approval	15
9.2.3   Notice of Proposed Amendments	16
9.3   Notices	16
9.4   Severability	16
9.5   Survival of Rights	16
9.6   Governing Law	16
9.7   Terminology and Construction	16
9.8   Counterparts	16
9.9   Further Assurances	17
9.10   No Third-Party Rights	17
9.11   Loans and Other Transactions with Partners and Affiliates	17

- 3 -

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”).

W I T N E S S E T H:

WHEREAS, the General Partner and the Limited Partner desire to enter into a limited partnership agreement in accordance with the terms and conditions of this Agreement of Limited Partnership (“Agreement”) and the Delaware Revised Uniform Limited Partnership Act for the purposes hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

ARTICLE 1. DEFINITIONS

As used herein the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

1.1 “Act” shall mean the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, as amended from time to time.

1.2 “Additional Capital Contribution” shall mean, with respect to any Partner, the cash and fair market value of other property contributed to the capital of the Partnership by such Partner at any time after formation of the Partnership in accordance with the terms of this Agreement (but not including any Initial Capital Contribution), with respect to the Interest then held by such Partner, but without regard to any distributions made with respect to such Interest.

1.3 “Affiliate” shall mean, with respect to any Person, another Person directly, or indirectly through one or more intermediaries, controls or is controlled by, or under common control with the Person in question. The term “control” as used in the preceding sentence means, with respect to a Person that is a corporation, partnership or limited liability company, the right to exercise, directly or indirectly, more than 50% of the voting rights attributable to the shares of, or other interests in, the controlled corporation, partnership or limited liability company, and, with respect to a Person that is not a corporation, partnership or limited liability company, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled Person.

1.4 “Agreement” shall mean this Agreement of Limited Partnership, as executed, and as amended, modified, supplemented or restated from time to time.

- 4 -

1.5 “Approval” shall mean, as to any Partner, the prior Notice given by such Partner to all other Partners, or as otherwise provided in this Agreement, of the authorization or consent by such Partner to any decision or action taken or to be taken by the Partnership or any Partner hereunder. Reference to Approval of a majority or any specified percentage in Interest of the Limited Partners at any time shall mean the Approval of Limited Partners whose Interests represent a majority or such specified percentage, of the Interests of all of the Limited Partners set forth on Schedule A.

1.6 “Capital Contribution” shall mean, with respect to any Partner, such Partner’s Initial Capital Contribution and Additional Capital Contributions, if any.

1.7 “Cash Flow” with respect to any Partnership fiscal period shall mean all cash receipts of the Partnership during such fiscal period (other than contributions to Partnership capital or the proceeds of indebtedness used or to be used in the operation of the Partnership’s business) less (i) all Partnership cash disbursements during such fiscal period as the General Partner shall determine in its sole discretion are necessary for the conduct of the Partnership’s business, and (ii) such other reserves established by the General Partner in its sole discretion during such fiscal period for anticipated Partnership expenses or Partnership debt repayments. Cash Flow shall also include any other Partnership funds, including, without limitation, any amounts previously set aside as reserves by the General Partner, no longer deemed by the General Partner necessary for the conduct of the Partnership’s business.

1.8 “Certificate” shall mean a certificate of limited partnership as required by the Act for formation of the Partnership as a limited partnership under the laws of the State of Delaware, as originally executed, and as amended, modified, supplemented or restated from time to time.

1.9 “Code” shall mean the Internal Revenue Code of 1986, as amended, or corresponding provisions of future laws.

1.10 “Dissolution” shall have the meaning given such term in Subsection 8.2.1 hereof.

1.11 “Event of Withdrawal” shall mean, as to any General Partner, any withdrawal event described in the Act occurring with respect to such General Partner.

1.12 “Fiscal Year” shall have the meaning given such term in Section 5.3 hereof.

1.13 “General Partner” is identified in the preamble to this Agreement.

1.14 “General Partner Interest” shall mean the Interest of a General Partner.

1.15 “Income” means for each fiscal period, an amount equal to the Partnership’s taxable income, if any, for such fiscal period, determined in accordance with Section 703(a) of

- 5 -

the Code, adjusted by any and all adjustments required to be made in order to determine capital account balances, if any, in compliance with Regulations Section 1.704-1(b).

1.16 “Indemnitee” shall have the meaning given such term in Section 6.5 hereof.

1.17 “Initial Capital Contribution” shall mean, with respect to any Partner, the cash and fair market value of other property actually contributed to the capital of the Partnership by that Partner as set forth on Schedule A pursuant to Section 3.1 hereof upon formation of the Partnership with respect to the Interest then held by such Partner.

1.18 “Interest” or “Partnership Interest” shall mean, when used with reference to any Person, the entire ownership interest of such Person in income, gains, losses, deductions, tax credits, distributions and Partnership assets, and all other rights and obligations of such Person under the terms and provisions of this Agreement and the Act. Reference to a majority or a specified percentage in Interest of the Partners shall mean Partners whose Interests represent a majority or such specified percentage, or, in either case, a greater percentage, of the Percentage Interests of all of the Partners.

1.19 “Limited Partner” shall mean the Limited Partner set forth in the preamble and each limited partner hereunder admitted in the future, unless otherwise indicated.

1.20 “Limited Partner Interest” shall mean the Interest of a Limited Partner.

1.21 “Loss” means, for each fiscal period, an amount equal to the Partnership’s taxable loss, if any, for such fiscal period, determined in accordance with Section 703(a) of the Code, adjusted by any and all adjustments required to be made in order to determine capital account balances, if any, in compliance with Regulations Section 1.704-1(b).

1.22 “Notice” shall mean a written communication given in accordance with the provisions of Section 10.3 hereof.

1.23 “Partner” shall mean any General Partner or any Limited Partner, unless otherwise indicated.

1.24 “Partnership” shall mean the limited partnership formed pursuant to this Agreement.

1.25 “Percentage Interest” shall mean, for each Partner, the percentage set forth on Schedule A, as adjusted from time to time as provided in this Agreement.

1.26 “Person” shall mean any individual, partnership, limited liability company, corporation, trust or other entity, or any government or political subdivision, or any agency, department or instrumentality thereof.

- 6 -

1.27 “Proceeding” shall have the meaning given such term in Section 6.5 hereof.

1.28 “Property” means that certain real property known as Berkshire Commons a/k/a Park Lane Commons at Berkshire, located in Reading, Pennsylvania, and all buildings and improvements now or hereafter located thereon.

1.29 “Regulations” shall mean the Treasury Regulations promulgated under the Code, as such Treasury Regulations shall be in effect from time to time.

1.30 “Tax Matters Partner” shall have the meaning given such term in Section 6.2.1 hereof.

ARTICLE 2. FORMATION, PURPOSES AND DURATION

2.1 Formation. The Partners hereby agree to constitute themselves a limited partnership pursuant to the Act, effective upon the filing of the Certificate in the office of the Secretary of State of Delaware, solely to carry on the Partnership business and purposes set forth herein. The General Partner shall prepare, execute and file the Certificate in the office of the Secretary of State of Delaware and in such other offices as are required under the Act for formation of the Partnership as a limited partnership thereunder.

2.2 Name. The name of the Partnership shall be ET Sub-Berkshire Limited Partnership. The business of the Partnership shall be conducted solely under such name and all assets of the Partnership shall be held under such name.

2.3 Purpose. The Partnership is organized for the purpose of (i) acquiring, purchasing, selling, exchanging, operating, reconstructing, leasing, assigning, transferring, financing, encumbering and otherwise dealing in or with the Property and any other real property, personal property, equipment, supplies and other items in relation to the purposes stated herein, (ii) doing any and all things permitted by law incident to the foregoing, including, without limitation, borrowing funds, pledging Partnership assets, and dealing with tangible and intangible property of all kinds, (iii) in general, carrying on any other business in connection with the foregoing, or otherwise, and having and exercising all the powers conferred by the laws of the Delaware on limited partnerships, and (iv) transacting any or all lawful business for which a limited partnership may be organized under the laws of Delaware.

2.4 Place of Business. The principal office and place of business of the Partnership shall be located at 101 State Street, suite 100, Kennett Square, Pennsylvania 19348, or at such other place as the General Partner may from time to time designate by Notice given to all of the other Partners.

- 7 -

2.5 Term. The term of the Partnership shall commence upon the filing of the Certificate in the office of the Secretary of State of Delaware, and shall continue thereafter until the Partnership is dissolved, wound up and terminated as provided in this Agreement.

2.6 Registered Agent and Office. The name and address of the registered agent of the Partnership for service of process on the Partnership in Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The address of the registered office of the Partnership in Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The General Partner, in its sole discretion and by Notice given to the other Partners, and without the Approval of any other Partner, may remove the Partnership’s registered agent and appoint a replacement therefor, may change the Partnership’s registered office, and may effect such amendments to the Certificate as are required under the Act to effect and/or evidence the same.

2.7 Qualification. The Partnership shall qualify and register as a foreign limited partnership and shall file assumed name certificates in each jurisdiction where required by reason of the nature of its business, and shall otherwise file such instruments and documents in such public offices in Delaware and in such other jurisdictions as is necessary in order to give effect to the provisions of this Agreement and to evidence the nature of the Partnership as a limited partnership under the laws of Delaware.

ARTICLE 3. CAPITAL CONTRIBUTIONS

3.1 Initial Capital Contributions and Percentages. The Partners shall make the Initial Capital Contributions and shall have the Percentage Interests set forth on Schedule A to this Agreement. At such time from time to time that the General Partner deems it necessary, and without the Approval of any other Partner, the General Partner may make Additional Capital Contributions to the Partnership in such amounts as are determined by the General Partner. The Limited Partner may, but shall not be obligated to, make Additional Capital Contributions to the Partnership. Any Additional Capital Contributions made to the Partnership by a Partner shall, absent agreement to the contrary by all of the Partners, not change or alter the Percentage Interests of the Partners but shall be reflected in the capital account of the contributing Partner or Partners.

3.2 No Interest on Capital. Interest earned on Partnership funds, including contributed capital, shall inure solely to the benefit of the Partnership and no interest shall be paid by the Partnership upon any Capital Contribution to the Partners, or on or with respect to the capital accounts attributable to the Interests held by the Partners, or to any Partner on any undistributed or reinvested income or gains of the Partnership.

3.3 Withdrawal of Capital. Except as expressly provided in this Agreement, no Partner shall be entitled to withdraw any amount of its Capital Contribution nor any amount on

- 8 -

account of its capital account, nor shall any Partner receive any distribution from the Partnership, demand or receive any property from the Partnership other than cash, or receive any payments or distributions in respect of its Capital Contributions or capital account or in respect of any undistributed or reinvested income or profits of the Partnership.

ARTICLE 4. DISTRIBUTIONS AND ALLOCATIONS

4.1 Distributions. Within 45 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2000, the Partnership shall make a distribution of Cash Flow for such Fiscal Year to the Partners in proportion to their respective Percentage Interests.

4.2 Allocation of Income and Losses. Income and Losses of the Partnership shall be allocated to the Partners in proportion to their respective Percentage Interests.

4.3 Income Tax Classification. The Partners intend that for federal and state income tax purposes the Partnership is an entity disregarded as separate from the Limited Partner and not an association taxable as a corporation pursuant to Section 7701(a)(2) of the Code and the Regulations promulgated thereunder. The provisions of this Agreement shall be applied and construed in a manner to give full effect to such intent. The Partners shall not file or cause to be filed any election to have the Partnership taxed as a corporation pursuant to Section 7701(a)(2) of the Code. If the Partnership admits additional partners or the General Partner has a member other than the Limited Partner that is considered a partner for federal income tax purposes, the Partners and the Partnership intend that the Partnership will be a partnership for federal and state tax purposes and the Partners and the Partnership shall take all steps necessary, including amending this Agreement, to ensure that the Partnership complies with the rules applicable to an entity treated as a partnership for federal and state tax purposes.

ARTICLE 5. ACCOUNTING AND RECORDS

5.1 Books and Records.

5.1.1 Maintenance. At all times during the term of this Agreement, the General Partner shall cause accurate books and records of account to be maintained for the Partnership in which shall be entered all matters relating to the business and operations of the Partnership. The Partnership’s books and records shall be maintained at the Partnership’s principal place of business. Each Partner, its authorized representatives, and any supervisory or regulatory authority shall have the right to inspect, examine and copy the books, records, files and other documents of the Partnership during normal business hours at the Partnership^’s principal place of business.

- 9 -

5.1.2 Recordkeeping. The General Partner shall maintain at the Partnership^’s registered office designated pursuant to Section 2.6 each of the following:

(a) A current list of the full name and last known address of each Partner in alphabetical order, identifying General Partner and Limited Partners;

(b) A copy of the Certificate, as amended or restated, together with executed copies of any powers of attorney pursuant to which any Certificate has been executed;

(c) Copies of the Partnership’s federal, state and local income tax returns and reports, if any, for the 3 most recent years;

(d) Copies of this Agreement, as amended or restated;

(e) Copies of any financial statements of the Partnership for the 3 most recent Fiscal Years; and

(f) Copies of any other instruments or documents reflecting matters required to be in writing pursuant to this Agreement.

5.1.3 Method of Accounting. Partnership books and financial records shall be kept in accordance with the accrual method of accounting and as otherwise may be required by law and generally accepted accounting principles, and shall otherwise be adequate to provide each Partner with all such financial information as such Partner shall reasonably require to satisfy the tax and financial reporting obligations of such Partner. Each Partner shall be entitled to any additional information necessary for the Partner to adjust its financial basis statements to federal income tax basis statements (or vice versa) as the Partner’s individual needs may dictate.

5.2 Accounts and Accounting.

5.2.1 Capital Accounts. There shall be established a capital account for each Partner (a “Capital Account”), which shall be determined and maintained throughout the full term of the Partnership in accordance with the capital accounting rules of Regulation Section 1.704-1(b) from time to time in effect. In no event shall any adjustment in the Capital Contributions or Percentage Interest of any Partner be made on account of any adjustment having been made to the Capital Account of such Partner.

5.2.2 Account Balances. Except as otherwise provided in this Agreement, whenever it becomes necessary to ascertain the balance of any Partner’s Capital Account, such determination shall be made after giving effect to all allocations of Partnership income, gains, losses and deductions for the current year, and all distributions for such year, in each case in respect of transactions effected prior to the date as of which such determination is being made.

5.3 Basis Information. Each Partner shall provide to the Partnership all information for the Partnership to determine the tax basis for federal income tax purposes of its interest in any property contributed to the Partnership.

- 10 -

5.4 Fiscal Periods. The Fiscal Year of the Partnership (“Fiscal Year”) shall be the calendar year, except that the first Fiscal Year shall begin on the date that the Partnership commences and the last Fiscal Year shall end on the date that the Partnership terminates.

5.5 Reports. The General Partner shall, at Partnership expense, provide such financial reports throughout the Fiscal Year as the Partners shall reasonably request to evaluate the Partnership’s business. The books of account for the Partnership shall be closed promptly at the end of each Partnership Fiscal Year.

ARTICLE 6. POWERS AND DUTIES OF PARTNERS

6.1 General Partner Power and Authority. The management and control of the Partnership and its business shall be vested exclusively in the General Partner and the General Partner shall have all of the rights, powers and authority generally conferred under the Act or other applicable law, on behalf and in the name of the Partnership, to carry out any and all of the objects and purposes of the Partnership and to perform all acts and, enter into, perform, negotiate and execute any and all leases, documents, contracts and agreements on behalf of the Partnership that the General Partner, exercising reasonable discretion, deems necessary or desirable (including, without limitation, any mortgage, promissory note or other documents evidencing or securing any loan benefitting the Partnership. The consent or authorization of any Limited Partner shall not be required for any lease, document, contract, agreement, mortgage or promissory note to be the valid and binding obligation of the Partnership.

6.2 Tax Matters Partner.

6.2.1 Tax Matters Partner. The General Partner is designated the tax matters partner (“Tax Matters Partner”) as provided in Section 6231(a)(7) of the Code and corresponding provisions of applicable state law.

6.2.2 Indemnification. The Partnership shall indemnify and reimburse the Tax Matters Partner for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Partners. The payment of all such expenses shall be made before any distributions are made to the Partners hereunder, and before any discretionary reserves are set aside by the General Partner. The taking of any action and the incurring of any expense by the Tax Matters Partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole discretion of the Tax Matters Partner, and the provisions hereof limiting the liability of and providing indemnification for the General Partner shall be fully applicable to the Tax Matters Partner in its capacity as such.

- 11 -

6.3 Reimbursement of Costs. The General Partner shall be entitled to receive from the Partnership out of Partnership funds available therefor (including Capital Contributions of the Limited Partners) reimbursement of all amounts expended by the General Partner in payment out of its own funds on behalf or for the benefit of the Partnership.

6.4 Limited Partners.

6.4.1 No Management Rights. Except in the case of a Limited Partner that is also a General Partner (and then only in its capacity as a General Partner within the scope of its authority hereunder), no Limited Partner shall have any right, power or authority to participate in the control or management of the Partnership’s business or affairs, or to act for or bind the Partnership in any way, such right, power and authority being vested solely in the General Partner. Without limiting the foregoing, no Limited Partner shall have the right or authority to be consulted with respect to investment decisions or other Partnership affairs or to vote on matters other than as set forth in this Agreement.

6.4.2 Limited Liability. Except as expressly provided in this Agreement, by the Act or by other applicable law, no Limited Partner shall have any personal liability whatsoever for any debts, liabilities or other obligations of the Partnership, and the liability of a Limited Partner in connection with the Partnership shall be limited to its obligation to make payment of its Capital Contribution as and to the extent provided in this Agreement.

6.5 Indemnification; Reimbursement of Expenses; Insurance. The Partnership may (a) indemnify to the fullest extent permitted by the Act each Partner, each Partner’s Affiliates, and each Partner’s members, partners and officers (each, an “Indemnitee”) in connection with any threatened, pending or completed action, suit or proceeding (“Proceeding”), any appeal therein, or any inquiry or investigation preliminary thereto, arising in connection with the management or conduct of the business or affairs of the Company or their activities with respect thereto, and (b) pay or reimburse each Indemnitee for expenses incurred by it (1) in advance of the final disposition of a Proceeding to which such Indemnitee was, is or is threatened to be made a party, and (2) in connection with its appearance as a witness or other participation in any Proceeding. The provisions of this Section 6.5 shall not be exclusive of any other right under any law, provision of this Agreement or otherwise. The Partnership may purchase and maintain insurance to protect itself, each Indemnitee and any employee or agent of the Partnership, whether or not the Partnership would have the power to indemnify such person under this Section 6.5. This indemnification obligation shall be limited to the assets of the Partnership and no Partner shall be required to make a capital contribution in respect thereof.

ARTICLE 7. TRANSFERS OF INTERESTS; WITHDRAWAL

7.1 General Partner Transfers. Except as otherwise provided by law, the General Partner shall not transfer all or any part of its Interest to any Person.

- 12 -

7.2 Limited Partner Transfers. Except as otherwise permitted by law, no Limited Partner shall transfer all or any part of its Interest to any Person (including, without limitation, any transfer of all or any part of its Interest to a Person who becomes an Assignee of a beneficial Interest in the Partnership, although not a Substitute Limited Partner) without the consent of the General Partner, which consent may be withheld by the General Partner in its sole discretion.

7.3 Invalid Transfers. Any purported transfer of a Partner Interest made in violation of Article 7 hereof shall be null and void as against the Partnership.

7.4 Limited Partner Withdrawal. No Limited Partner may withdraw as a Partner, nor may a Limited Partner be required to withdraw as a Partner, prior to Dissolution, liquidation, winding-up and termination of the Partnership and its business. The substitution, death, insanity, dissolution (whether voluntary or involuntary), merger, bankruptcy or other change in the ownership or nature of a Limited Partner shall not effect a Dissolution of the Partnership or otherwise affect the Partnership’s existence.

7.5 General Partner Withdrawal.

7.5.1 Events of Withdrawal. Upon the occurrence of an Event of Withdrawal with respect to the General Partner, the Partnership shall dissolve unless, within 90 days after the occurrence thereof, the Limited Partners all agree in writing to continue the Partnership business and to the appointment of one or more Persons as General Partner(s).

7.5.2 Voluntary Withdrawal. The General Partner may not withdraw as a Partner prior to Dissolution, liquidation, winding-up and termination of the Partnership and its business.

ARTICLE 8. DISSOLUTION, WINDING UP AND TERMINATION

8.1 Dissolution. The Partnership shall dissolve upon the occurrence of any of the following events:

(a) Upon Approval of the General Partner and a majority in Interest of the Limited Partners to dissolve the Partnership;

(b) Upon the sale, transfer or distribution of all or substantially all of the Partnership^’s assets;

(c) Upon the occurrence of an Event of Withdrawal of the General Partner; or

(d) The entry of a decree of judicial dissolution under the Act by a court of competent jurisdiction.

- 13 -

Notwithstanding the foregoing or anything else in this Agreement, upon Dissolution the Partnership may remain in existence for up to two years after the end of the Fiscal Year during which Dissolution occurs to permit an orderly winding-up of the Partnership’s business and affairs.

8.2 Winding Up and Termination.

8.2.1 Distribution Priority. Upon the dissolution of the Partnership as provided in Section 8.1 hereof (“Dissolution”), the Partnership assets shall be liquidated (except as permitted by Section 8.3 hereof) and the affairs of the Partnership shall be wound up and terminated by the General Partner or, if there is no General Partner, by a liquidating trustee selected by a majority in Interest of the Limited Partners. Upon completion of such liquidation and winding up, but not later than two years after the end of the Fiscal Year during which Dissolution occurs, and after taking into account all capital account adjustments and allocations of income, gains, losses and deductions for the Partnership taxable year during which Dissolution occurs, including, without limitation, the allocation of all income, gains, losses and deductions pursuant to Article 4 hereof that would arise if all Partnership assets to be distributed in kind were sold for their fair market values, the assets of the Partnership shall be liquidated and disposed of and distributed as follows:

(a) First, to the payment of debts and liabilities of the Partnership and expenses of the liquidation and winding up;

(b) Second, to the setting up of any reserves (to be held in a special interest-bearing account) which the General Partner or the liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership; provided, however, that at the expiration of such time as the General Partner or such trustee shall deem advisable (not to exceed two (2) years from the event which caused Dissolution, except in the case of any litigation matter where the length of time such reserves are maintained shall be determined by the General Partner or the liquidating trustee in its sole discretion), the balance of such reserves remaining after payment of such contingent liabilities shall be distributed in the manner set forth in Subsection 8.2.1(c);

(c) Third, the balance in proportion to the positive balances in the Partners’ capital accounts.

8.2.2 Continued Validity of Agreement. Notwithstanding any Dissolution of the Partnership, prior to such time as the Partnership shall be terminated as provided herein the Partnership’s business and the affairs of the Partners, as such, shall continue to be governed by this Agreement.

- 14 -

8.3 Liquidation of Assets. Notwithstanding the provisions of Section 8.2, if the General Partner or the liquidating trustee shall determine that an immediate sale of all or part of the Partnership assets would cause undue loss to the Partners, then the General Partner or the liquidating trustee may notify the Partners or their representatives of such fact and, to avoid such loss, may defer liquidation of and withhold from distribution for a reasonable time any assets of the Partnership not required to satisfy the Partnership’s debts and obligations, or may distribute the Partnership’s assets to the Partners in kind. The General Partner or the liquidating trustee may not so defer liquidation and distribution of Partnership assets, however, to the extent prohibited by the laws of any jurisdiction in which the Partnership is then formed or qualified.

8.4 Final Accounting. The General Partner or the liquidating trustee shall provide to each Partner a financial statement setting forth the assets and liabilities of the Partnership as of the date of Dissolution and all income, gains, losses and deductions realized by the Partnership upon completion of the liquidation of Partnership assets. Upon compliance by the General Partner or the liquidating trustee, as applicable, with the foregoing distribution plan, the General Partner or liquidating trustee shall take such steps as are required under the Act to cancel the Certificate, upon the completion of which the Partnership shall terminate and the Partners shall cease to be such.

ARTICLE 9. GENERAL PROVISIONS

9.1 Complete Agreement. This Agreement (including Schedule A), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof, and supersedes all agreements, representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter hereof and thereof. No party hereto shall be bound by or charged with any oral or written agreements, representations, warranties, statements, promises or understandings not specifically set forth in this Agreement (including Schedule A and all exhibits). The terms of this Agreement supersede any description of the Partnership appearing in any other document.

9.2 Amendments.

9.2.1 Conditions to Amendments. This Agreement may be amended in whole or in part only with the Approval of the General Partner and a majority in Interest of the Limited Partners.

9.2.2 Amendments Without Limited Partner Approval. The General Partner, without the Approval of any other Partner, may amend Schedule A and may make such other amendments to the Certificate as are required to accurately reflect the names, addresses and Capital Contributions of the Partners and the admission to the Partnership of any Person in accordance with the terms of this Agreement, whether as a General Partner or a Limited Partner.

- 15 -

9.2.3 Notice of Proposed Amendments. The General Partner shall give Notice to each other Partner of any proposed amendment, which Notice shall set forth the text of the proposed amendment.

9.3 Notices. All Notices to the Partners under this Agreement shall be in writing and shall be (i) delivered by personal service, (ii) delivered by courier service, (iii) telecopied or (iv) sent by certified or registered mail, postage prepaid, return receipt requested, to the Partners at the addresses and fax numbers set forth on Schedule A. Except as otherwise expressly set forth herein, each Notice shall be effectively given when delivered at the address or fax number set forth on Schedule A. Any Notice given by telecopier, facsimile or similar means shall be confirmed by hard copy delivered as soon as possible. Rejection or other refusal to accept a Notice or the inability to deliver a Notice because of a changed address or fax number of which no Notice was given as provided herein shall be deemed to be receipt of the Notice sent. By giving to the other parties Notice thereof, the parties hereto and their respective permitted successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addressees or addresses for Notices, and each shall have the right to specify as its address for Notices any other address within the United States of America.

9.4 Severability. In the event that any provision of this Agreement shall be held to be invalid or unenforceable, the same shall not affect in any respect whatsoever the validity or enforceability of the remainder of this Agreement.

9.5 Survival of Rights. Except as provided herein to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties signatory hereto, and their respective permitted successors and assigns.

9.6 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of Delaware, without regard to its conflict of law principles; provided that nothing contained herein shall be deemed to limit a party instituting legal proceedings hereunder to any single venue.

9.7 Terminology and Construction. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. Titles of Articles, Sections and Subsections are for convenience only, and neither limit nor amplify the provisions of this Agreement. All references herein to Articles, Sections, Subsections, clauses and schedules should be deemed references to such parts of this Agreement unless the context otherwise requires.

9.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same agreement.

- 16 -

9.9 Further Assurances. Each party hereto agrees to do all acts and things, and to make, execute and deliver such written instruments, as shall from time to time be reasonably required to carry out the terms and provisions of this Agreement.

9.10 No Third-Party Rights. This Agreement shall not (directly, indirectly, contingently or otherwise) confer or be construed as conferring any rights or benefits on any Person that is not named a Partner hereunder.

9.11 Loans and Other Transactions with Partners and Affiliates. From time to time, the Partnership may enter into transactions with, or borrow funds from, a Partner or Affiliate. As a material consideration and inducement for entering into a transaction with, or making a loan to, the Partnership, it is agreed that the Partner or Affiliate, and their respective successors and assigns, or any person, firm or entity acting on behalf of, or on the directions of, such Partner or Affiliate, involved in such transaction or loan, may, at any time and for any reason, exercise and enforce any and all provisions, rights and remedies provided for in the underlying legal documents or available at law or in equity, for such transaction or loan, including, but not limited to, foreclosing on any property of the Partnership pledged as collateral for a loan, initiating adversarial legal proceedings against the Partnership, or taking any other actions which could have an adverse effect on the Partnership or its other Partners or their respective Affiliates. The exercise or enforcement of any such provisions, rights or remedies shall not, under any circumstances, be construed as a breach of any fiduciary duty, legal, equitable or otherwise, owed by the Partner or Affiliate to the Partnership or it Partners or their respective Affiliates, it being expressly understood by all that such provisions, rights and remedies may be exercised and enforced to the fullest extent permitted by applicable law. Neither the Partnership or its Partners or their respective Affiliates shall be entitled to defend against the exercise or enforcement of any such provisions, rights and remedies on any ground relating, directly or indirectly, to the fact that the Partner has an ownership interest in the Partnership or that the Affiliate is affiliated with a Partner of the Partnership. If the Partnership, any Partner or any Affiliate violates or seeks to violate the provisions of this Section by raising such a defense, then, in addition to any other rights available at law or in equity, the defending party shall have the right to plead the provisions of this Section as a waiver, estoppel or other appropriate response or defense to any conflicting allegation or contention.

- 17 -

IN WITNESS WHEREOF, the undersigned have executed this Agreement of Limited Partnership as of the day and year first above written.

GENERAL PARTNER:
ET BERKSHIRE, LLC
	By:	ElderTrust Operating Limited Partnership, Its Managing Member
		By:	ElderTrust, Its General Partner
			By:	/s/ D. Lee McCreary, Jr.
				D. Lee McCreary, Jr. President and Chief Executive Officer

LIMITED PARTNER:
ELDERTRUST OPERATING LIMITED PARTNERSHIP
By:	ElderTrust, Its General Partner
	By:	/s/ D. Lee McCreary, Jr.
		D. Lee McCreary, Jr. President and Chief Executive Officer

- 18 -

SCHEDULE A

[INTENTIONALLY OMITTED]

- 19 -

EX-3.11.1

Exhibit 3.11.1

CERTIFICATE OF FORMATION

OF

ET DOVER I, L.L.C.

1. NAME

The name of the limited liability company is ET Dover I, L.L.C. (the ”LLC”).

2. REGISTERED OFFICE AND AGENT

The address of the LLC’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the LLC’s registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of ET Dover I, L.L.C. this 17th day of December, 1998.

By:	ElderTrust Operating Limited Partnership,
	authorized agent
	By:	ElderTrust, generalpartner
		By:	/s/ D. Lee McCreary, Jr.
			D. Lee McCreary, Jr.
			Senior Vice President
			and Secretary

EX-3.11.2

Exhibit 3.11.2

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION

OF

ET DOVER I, L.L.C.

It is hereby certified that,

1. The name of the limited liability company (the “Limited Liability Company”) is ET Dover I, L.L.C.

2. The certificate of formation of the Limited Liability Company is hereby amended by striking out Article 1 and by substituting in lieu thereof the following new Article 1:

“1. The name of the Limited Liability Company is ET Berkshire, LLC (the “LLC”)”.

3. The effective time of the amendment herein certified shall be upon the acceptance of this certificate of amendment by the Secretary of State of the State of Delaware.

Executed on January 24, 2001

ET DOVER I, L.L.C.
BY:	ElderTrust Operating Limited Partnership,
	Authorized Agent
	By:	ElderTrust, General Partner
		By:	/s/ D. Lee McCreary, Jr.
			D. Lee McCreary, Jr.
			President and Chief Executive Officer

EX-3.11.3

Exhibit 3.11.3

LIMITED LIABILITY COMPANY AGREEMENT

OF

ET BERKSHIRE, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ET BERKSHIRE, 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.

RECITALS

1. WHEREAS, ELDERTRUST OPERATING LIMITED PARTNERSHIP (“Member”) is the only member of the Company.

2. WHEREAS, the Member desires that this Agreement be, and hereby is, the sole governing document of the Company.

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act: “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Affiliate: “Affiliate” of another Person shall mean any Person directly or indirectly controlling, controlled by, or under common control with, such other Person.

Agreement: “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Asset Transfer Agreement: “Asset Transfer Agreement” shall mean that certain Asset Transfer Agreement, by and between Berks Nursing Homes, Inc. and ET Sub-Berkshire Limited Partnership.

Bankruptcy: “Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceeding, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks,

consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. With respect to the Members, the foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

Code: “Code” shall mean the Internal Revenue Code of 1986, as amended.

Company: “Company” shall mean ET BERKSHIRE, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Dispose, Disposing or Disposition: “Dispose,” “Disposing” or “Disposition” shall mean a sale, assignment, transfer, exchange, mortgage, pledge, grant of a security interest, or other disposition or encumbrance (including, without limitation, by operation of law), or any act thereof.

Independent Director: “Independent Director” shall mean a natural person serving on the board of directors of the Independent Member who is not at the time of admission and has not been at any time during the preceding five (5) years: (i) a stockholder, director, officer, employee or partner of the Company, ElderTrust Operating Limited Partnership or any Affiliate of either of them; (ii) a person having any direct financial interest in the Company, or in any Affiliate of the Company; (iii) a customer, supplier or other person who derives more than 10% of its purchases or revenues from its activities with the Company, ElderTrust Operating Limited Partnership or any Affiliate of either of them; (iv) a person controlling or under common control with any such stockholder, director, officer, employee, partner, customer, supplier or other person; or (v) a member of the immediate family of any such stockholder, director, officer, employee, partner, customer, supplier or other person. As used herein, the following term shall have the following meanings: “control” means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a person or entity, whether through ownership of voting securities, by contract or otherwise; “person” means a natural person, corporation or other entity, government, or political subdivision, agency, or instrumentality of a government. Notwithstanding the foregoing, an Independent Director may serve in similar capacities for other “special purpose” entities formed by ElderTrust Operating Limited Partnership or any Affiliate thereof.

Independent Member: “Independent Member” shall mean a member of the Company who is not at the time of admission and has not been at any time during the preceding five (5) years: (i) a stockholder, director, officer, employee or partner of the Company, a Member, ElderTrust Operating Limited Partnership or any Affiliate of any of them; (ii) a person having any direct financial interest in the Company, or in any Affiliate of the Company; (iii) a customer, supplier or other person who derives more than 10% of its purchases or revenues from its activities with the Company, ElderTrust Operating Limited Partnership or any Affiliate of any of

them; (iv) a person controlling or under common control with any such stockholder, director, officer, employee, partner, customer, supplier or other person; or (v) a member of the immediate family of any such stockholder, director, officer, employee, partner, customer, supplier or other person. As used herein, the following term shall have the following meanings: “control” means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a person or entity, whether through ownership of voting securities, by contract or otherwise; “person” means a natural person, corporation or other entity, government, or political subdivision, agency, or instrumentality of a government. The Independent Member shall, in addition to the foregoing, be an entity managed by a board of directors that has two Independent Directors. Notwithstanding the foregoing, an Independent Member may serve in similar capacities for other “special purpose” entities formed by ElderTrust Operating Limited Partnership or any Affiliate thereof.

Lease Agreement: “Lease Agreement” shall mean that certain Lease Agreement, by and between Berks Nursing Homes, Inc., as Tenant, and ET Sub-Berkshire Limited Partnership, as Landlord.

Managing Member: “Managing Member” shall mean ElderTrust Operating Limited Partnership and any successor Managing Member appointed pursuant to this Agreement, each in its capacity as a managing member of the Company.

Member: “Member” shall mean ElderTrust Operating Limited Partnership and any Person hereafter admitted to the Company as a member of the Company as provided in this Agreement, each in its capacity as a member of the Company.

Membership Interest: “Membership Interest” shall mean the limited liability company interest of a Member in the Company, including, without limitation, rights in the capital of the Company, rights to receive distributions (liquidating or otherwise) and allocations of profits and losses. A Member’s Membership Interest shall be expressed as a percentage which shall equal the ratio that the value of the capital contributions made by such Member bears to the capital contributions of all Members.

Obligations: “Obligations” shall mean the indebtedness, liabilities and obligations of the Company under or in connection with this Agreement, the Lease Agreement, the Asset Transfer Agreement or any related document, including, without limitation, any agreement amending, modifying or replacing the aforementioned documents, in effect as of any date of determination.

Person: “Person” shall have the meaning given that term in Section 18-101(12) of the Act.

ARTICLE II

ORGANIZATION

Section 2.1 Formation. The parties hereto execute this Agreement for the purpose of setting forth their rights and obligations.

Section 2.2 Certificate of Formation; Foreign Qualification. The Certificate of Formation of the Company was filed of record in the office of the Secretary of State of the State of Delaware on the 18th day of December, 1998, and was amended by the Certificate of Amendment to Certificate of Formation which was filed with the State of Delaware on the 24th day of January, 2001, in accordance with the Act. Prior to the Company’s conducting business in any jurisdiction other than the State of Delaware, the Managing Member of the Company shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Managing Member, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction. At the request of the Managing Member of the Company, each Member shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue and terminate the qualification of the Company as a foreign limited liability company in all such jurisdictions in which the Company may conduct business. The Managing Member, John H. Haas and D. Lee McCreary, Jr. are each hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware.

Section 2.3 No State Law Partnership, Liability to Third Parties. The Member intends that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purpose other than federal and state tax purposes, and that this Agreement not be construed to suggest otherwise. Except as otherwise specifically provided in the Act, no Member shall be liable for the debts, obligations or liabilities of the Company or any other Member, including under a judgment, decree or order of a court. The Member intends that for federal and state income tax purposes the Company is an entity disregarded as separate from the Member and not an association taxable as a corporation pursuant to Section 7701(a)(2) of the Code and the Regulations promulgated thereunder. The provisions of this Agreement shall be applied and construed in a manner to give full effect to such intent. The Member shall not file or cause to be filed any election to have the Company taxed as a corporation pursuant to Section 7701(a)(2) of the Code. If the Company has more than one Member, then to the extent more than one Member is considered a partner for federal income tax purposes, the Company intends to be a partnership for federal and state tax purposes and the Member and the Company shall take all steps necessary, including amending this Agreement, to ensure that the Company complies with the rules applicable to an entity treated as a partnership for federal and state tax purposes.

ARTICLE III

PURPOSES AND POWERS, PRINCIPAL OFFICE, REGISTERED

AGENT AND REGISTERED OFFICE, AND PERIOD OF DURATION

Section 3.1 Purposes and Powers. The nature of business or purposes to be conducted or promoted by the Company is limited to the following activities:

(a) to acquire a membership interest in and act as the general partner of ET Sub-Berkshire Limited Partnership (the “Partnership”) which is engaged solely in the ownership, operation and maintenance of the real estate project known as Berkshire Commons a/k/a Park Lane Commons at Berkshire located in Reading, Pennsylvania (the “Property”) acquired in connection with the Asset Purchase Agreement, pursuant to and in accordance with this Agreement and the Partnership’s Agreement of Limited Partnership; and

(b) to engage in any activity and exercise any powers permitted by the Act that are related or incidental to the foregoing and necessary, convenient or advisable to accomplish the foregoing, including the management of the Property pursuant to, among other things, the Lease Agreement.

So long as any Obligation is outstanding, the purposes of the Company shall not be amended, modified or supplemented in any respect. The Company shall not engage in any activities other than as permitted by this Section 3.1.

Section 3.2 Principal Office. The initial principal office of the Company is located at 101 East State Street, Suite 100, Kennett Square, Pennsylvania, 19348. The principal office of the Company may be relocated from time to time by determination of the Managing Member.

Section 3.3 Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

Section 3.4 Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

ARTICLE IV

MEMBERSHIP AND DISPOSITIONS OF INTERESTS

Section 4.1 Members. Upon execution of this Agreement, ElderTrust Operating Limited Partnership is hereby admitted as a member of the Company. ElderTrust Operating Limited Partnership’s Membership Interest shall be (and so long as any Obligation is outstanding, shall remain) one hundred percent (100%).

Section 4.2 Admission of Independent Member. Notwithstanding anything else to the contrary herein, after the formation of the Company and in accordance with Section 18-301(d) of the Act, the Managing Member may issue an Independent Member Membership Interest equal to (and so long as any Obligation is outstanding, shall remain) zero (0%). The Independent Member, if any, is a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301(d) of the Act, the Independent Member, if any, shall not be required to make a capital contribution to the Company and shall not receive a limited liability company interest in

the Company. The Independent Member, if any, may not bind the Company, and the Independent Member, if any, shall have no voting rights other than those expressly granted in this Agreement or as required by any mandatory provision of the Act.

Section 4.3 Elimination of Preemptive Rights. No Member shall be entitled as such, as a matter of right, to subscribe for or purchase interests in the Company of any class, now or hereafter authorized.

Section 4.4 Resignation. Except as otherwise provided in this Agreement, a Member does not have the right or power to resign from the Company as a Member.

Section 4.5 Restriction on the Disposition of the Membership Interest. Except as otherwise expressly set forth in this Agreement, no Member shall Dispose of all or any part of its Membership Interest. The Company shall not recognize, for any purpose, any purported Disposition of all or part of the Member’s Membership Interest or any right or interest appertaining thereto.

Section 4.6 Bankruptcy of the Member. Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member shall not cause such Member to cease to be a member of the Company and, upon the occurrence of such an event, the business of the Company shall continue without dissolution.

ARTICLE V

CAPITAL CONTRIBUTIONS

Section 5.1 Initial Capital. The Managing Member has contributed cash or property of an agreed value as set forth in the books and records of the Company.

Section 5.2 Additional Contributions. No Member is required to make any additional capital contribution to the Company. A Member (other than the Independent Member, if any) may make additional capital contributions to the Company at any time upon the written consent of such Member. The provisions of this Agreement, including this Section 5.2, are intended solely to benefit the Members and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and no Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

Section 5.3 Return of Contributions. A Member is not entitled to demand the return of any part of its capital contribution, if any, or to payment of interest in respect of either its capital account, if any, or its capital contribution, if any. Except as otherwise expressly set forth in this Agreement, neither the Company nor any Member has any obligation to return the capital contribution of a Member.

ARTICLE VI

PROFITS, LOSSES, ACCOUNTING, TAXES AND DISTRIBUTION

Section 6.1 Allocation of Profits and Losses; Distributions. The Company’s profits and losses shall be allocated to the Managing Member. Distributions shall be made to the Managing Member at the times and in the aggregate amounts determined by the Managing Member. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or any other applicable law. If the Company is intended to be classified as a partnership for federal and state income tax purposes, then prior to the admission of additional members who will be considered partners for federal and state income tax purposes, the Members shall provide (through amendment to this Agreement or otherwise) for the allocation of the Company’s net income and net loss for any taxable year among the Members in proportion to their Membership Interests; provided that such allocation shall be in accordance with the Code and Regulations thereunder (including, without limitation, Section 704(c) of the Code and the Regulations thereunder).

Section 6.2 Books: Fiscal Year: Accounting Terms.

(a) The books of the Company shall be kept on the accrual basis and in accordance with generally accepted accounting principles consistently applied.

(b) The fiscal year of the Company for financial and tax reporting purposes shall end on December 31st of each year, unless otherwise required by law.

Section 6.3 Elections. The Company or the Managing Member on behalf of the Company shall not make an election to be treated as an association taxable as a corporation for U.S. federal income tax purposes or under state or local law.

ARTICLE VII

MANAGEMENT, LIABILITY OF MEMBERS,

RIGHTS TO OBTAIN INFORMATION

Section 7.1 Managing Member. Except as otherwise specifically provided in this Agreement, the Managing Member shall have the authority to, and shall, conduct the affairs of the Company. Notwithstanding anything in this Agreement to the contrary, the Company, and the Managing Member or any officer of the Company on behalf of the Company, is hereby authorized to enter into and perform the Asset Purchase Agreement and the Lease Agreement and any agreement or other document necessary, incidental to or contemplated by the foregoing, and any amendment or supplement to such agreements, without any further act, vote or approval of any Person. The foregoing authorization shall not be deemed a restriction on the power of the Company, and the Managing Member or any officer of the Company, on behalf of the Company to enter into other agreements.

Section 7.2 Independent Member. The Independent Member, if any, shall have the authority set forth in this Agreement. Upon the termination of Asset Purchase Agreement and the Lease Agreement and the repayment of all outstanding Obligations, the Independent Member, if any, shall automatically resign from the Company.

Section 7.3 Action by Independent Member. (a) So long as any Obligation is outstanding, the Company, and any Member or other Person on behalf of the Company, may take the following actions only with the unanimous approval of the Members, including the approval of the Independent Member, if any (including with respect to the Independent Member, the approval of its two Independent Directors):

(i) make an assignment for the benefit of creditors on behalf of Company or any Affiliate of Company;

(ii) file a voluntary petition in bankruptcy or make or commence an insolvency filing or proceeding or any similar filing or proceeding on behalf of Company or any Affiliate of Company;

(iii) file a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation on behalf of Company or any Affiliate of Company;

(iv) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Company or any Affiliate of Company in any proceeding of the type described in subclauses (i) through (iii) of this Subsection (a);

(v) seek, consent to, or acquiesce in the appointment of a trustee, receiver or liquidator of the Company or any Affiliate of Company or of all or any substantial part of the Company’s properties or any Company Affiliate’s properties;

(vi) amend this Agreement;

(vii) to the fullest extent permitted by law, voluntarily dissolve and wind up, or consolidate or merge the Company or any Affiliate of Company or sell all or substantially all of the assets of the Company or any Affiliate of Company;

(viii) admit in writing Company’s or any Affiliate of Company’s inability to pay its debts generally as they become due or take any action in furtherance of the foregoing; or

(ix) engage in any business activity not set forth in Section 3.1 of this Agreement.

To the fullest extent permitted by law, the Independent Member, if any, shall not be guilty of breaching any fiduciary duty to any other Member by refusing to consent to any of the above listed actions.

(b) Notwithstanding anything in this Agreement, so long as any Obligation is outstanding (i) the Company may not take any of the actions set forth in subsections (vii) or (ix) of Subparagraph (a) of this Section and (ii) Sections 3.1, 4.6, 7.1, 7.2, 7.3 and 8.1 and Article IX and Article XI of this Agreement may not be amended.

Section 7.4 Officers.

(a) The Company shall have an officer designated as the Company’s President who shall be appointed from time to time by the Managing Member. The President shall be the chief operating officer of the Company. The President of the Company is hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business. The President of the Company shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company. Other primary management functions of the Company shall be assigned by the Managing Member.

(b) The Company also may have officers designated as vice presidents who shall be appointed from time to time by the Managing Member. The vice presidents shall have such powers and duties as may from time to time be assigned to them by the Managing Member or the President. At the request of the President, or in the case of his absence or disability, the vice president designated by the President (or in the absence of such designation, the vice president designated by the Managing Member) shall perform all the duties of the president and when so acting, shall have all the powers of the President. The initial officers of the Company are D. Lee McCreary, Jr., President and John H. Haas, Vice President and Treasurer.

(c) The Managing Member may appoint such other officers as it may deem advisable from time to time. Each officer of the Company shall hold office at the pleasure of the Managing Member, and the Managing Member may remove any officer at any time, with or without cause. If appointed by the Managing Member the officers shall have the duties assigned to them by the Managing Member.

Section 7.5 Indemnification.

(a) General. Except as otherwise provided in this Section 7.5, the Company shall indemnify the Members and the officers of the Company and may indemnify any employee or agent of the Company who was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative and whether formal or informal) other than an action by or in the right of the Company, where such Person is a party because such Person is or was a Member, officer, employee, or agent of the Company. Except as otherwise provided in this Section 7.5, the Company shall indemnify its Members against expenses, including, attorney fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Members in connection with an action, suit or proceeding relating to acts or omissions of that Person regarding the items set forth in Section 7.3(b) of this Agreement.

(b) Permissive Indemnification. Except as otherwise provided in this Section 7.5, the Company shall indemnify each Member or officer and may indemnify such employee or agent

against expenses, including attorneys fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding. To the fullest extent permitted by law, the Company shall indemnify each Member or officer and may indemnify such employee or agent if the Person acted in good faith and did not engage in willful misconduct or gross negligence. With respect to a criminal action or proceeding, the Person must have had no reasonable cause to believe such Person’s misconduct was unlawful. Unless ordered by a court, any indemnification permitted under this Section 7.5(b) shall be made by the Company only as the Company authorizes in the specific case after (i) determining that the indemnification is proper under the circumstances because the person to be indemnified has met the applicable standard of conduct and (ii) evaluating the reasonableness of the expenses and of the amounts paid in settlement. This determination and evaluation shall be made by a majority vote of the Members who are not parties or threatened to be made parties to the action, suit or proceeding. However, no indemnification shall be provided to any Member, officer, employee, or agent of the Company for or in connection with (i) the receipt of a financial benefit to which the person is not entitled; (ii) voting for or assenting to a distribution to Members in violation of this Agreement or the Act; (iii) a knowing violation of law; or (iv) acts or omissions of such Person constituting willful misconduct or gross negligence.

(c) Mandatory Indemnification. To the extent that a Member, Director, officer, employee, or agent of the Company has been successful on the merits or otherwise in defense of an action, suit, or proceeding described in Section 7.5(a) or in defense of any claim, issue, or other matter in such action, suit or proceeding, such person shall be indemnified against actual and reasonable expenses, including reasonable attorney fees, incurred by such person in connection with the action, suit, proceeding and any action, suit or proceeding brought to enforce such mandatory indemnification.

Section 7.6 Exculpation; Duties.

(a) No Member or officer of the Company shall be liable to the Company or any other Person who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or officer by this Agreement, except that a Member or officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or officer’s willful misconduct or gross negligence.

(b) To the extent that at law or in equity, the Members or an officer, employee or agent of the Company (each, an “Indemnified Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any Member, any such Indemnified Person acting under this Agreement shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnified Person.

(c) Whenever in this Agreement the Managing Member is permitted or required to make a decision (i) in its “sole discretion”, or “discretion” or under a grant of similar authority or

latitude, the Managing Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Member, or (ii) in its “good faith” or under another expressed standard, the Managing Member shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein or by relevant provisions of law or in equity or otherwise.

ARTICLE VIII

DISSOLUTION, LIQUIDATION AND TERMINATION OF THE COMPANY

Section 8.1 Dissolution.

(a) Subject to Section 7.3, the Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Managing Member and, so long as any Obligation is outstanding, all other members of the Company, including, without limitation, the Independent Member, if any; (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(b) Upon the occurrence of any event that causes the last remaining Member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative of such Member is hereby authorized to, and shall, within ninety days after the occurrence of the event that terminated the continued membership of such Member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of such personal representative or its nominee or designee, as the case may be, as a substitute Member, effective as of the occurrence of the event that terminated the continued membership of such Member in the Company.

Section 8.2 Liquidation and Termination. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act. The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

Section 8.3 Final Accounting. Each of the Members shall be furnished with a statement prepared by the Company’s certified public accountants, which shall set forth the assets and liabilities of the Company as of the date of the complete liquidation. Upon compliance by the liquidator with the foregoing distribution plan, the liquidator shall execute and cause to be filed a Certificate of Cancellation and any and all other documents necessary with respect to termination and cancellation of the Company under the Act. The existence of the Company as a separate legal entity shall continue until the cancellation of its Certificate of Formation.

ARTICLE IX

AMENDMENTS

Section 9.1 Authority to Amend. This Agreement may only be amended with approval of the Managing Member and, so long as any Obligation is outstanding, the prior written approval of the Independent Member, if any, (including, with respect to the Independent Member, the approval of its two Independent Directors). Notwithstanding anything in this Agreement to the contrary, the following provisions of this Agreement may not be amended so long as any Obligation is outstanding: Section 3.1, 4.5, 7.1, 7.2, 7.3 and 8.1, this Article IX and Article XI.

ARTICLE X

POWER OF ATTORNEY

Section 10.1 Power. Each Member irrevocably constitutes and appoints the Managing Member as his true and lawful attorney in his name, place and stead to make, execute, swear to, acknowledge, deliver and file:

(a) Any certificates or other instruments which may be required to be filed by the Company under the laws of the State of Delaware or of any other state or jurisdiction in which the Managing Member shall deem it advisable;

(b) Any documents, certificates or other instruments, including but not limited to, any and all duly adopted amendments and modifications of this Agreement or of the instruments described in Subsection 10.1(a) which may be required or deemed desirable by the Managing Member to effectuate the provisions of any part of this Agreement, and, by way of extension and not in limitation, to do all such other things as shall be necessary to continue and to carry on the business of the Company; and

(c) All documents, certificates or other instruments which may be required to effectuate the dissolution and termination of the Company, to the extent such dissolution and termination is authorized hereby. The power of attorney granted hereby shall not constitute a waiver of, or be used to avoid, the rights of the Members, including the Independent Member, if any, to approve certain amendments to this Agreement pursuant to Subsection 9.1 or be used in any other manner inconsistent with the status of the Company as a limited liability company or inconsistent with the provisions of this Agreement.

Section 10.2 Survival of Power. It is expressly intended by each Member that the foregoing power of attorney is coupled with an interest, is irrevocable and shall survive the death, retirement or adjudication of incompetency of such Member.

ARTICLE XI

SEPARATE LEGAL ENTITY

Section 11.1 Separate Legal Entity.

(a) The Company shall respect and appropriately document the separate and independent nature of its activities, as compared with those of any other Person, take all reasonable steps to continue its identity as a separate legal entity, and make it apparent to Persons that the Company is an entity with assets and liabilities distinct from those of any other Person. Without limiting the foregoing, the Company:

(i) shall maintain a principal executive and administrative office through which its business is conducted separately from those of any other Person, and, to the extent that the Company and any other Persons have offices in contiguous space, there shall be fair and appropriate allocation of overhead costs and expenses related to services performed by any employee of an Affiliate among them, and each such entity shall bear its fair share of such expenses and expenses relating to services;

(ii) shall engage only in those transactions described in Section 3.1 hereof and matters necessarily incident thereto;

(iii) shall have stationery and other business forms and a mailing address and a telephone number separate from that of any other Person;

(iv) shall maintain an arm’s-length relationship with its Affiliates and enter into transactions with Affiliates only on commercially reasonable terms, including without limitation, ensuring that, to the extent that it jointly contracts with any of its Members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities and that each such entity shall bear its fair share of such costs and shall ensure that, to the extent that the Company contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided and that each such entity shall bear its fair share of such costs;

(v) shall at all times be adequately capitalized in light of its contemplated business; shall at all times provide for its own operating expenses and liabilities from its own funds, shall not allow its funds to be diverted to any other Person or for other than the use of the Company, and shall not, except as may be expressly permitted by agreements of the Company, allow its funds to be commingled with those of any Affiliate of the Company or any other Person;

(vi) shall maintain its assets and transactions separately from those of any other Person, reflect such assets and transactions in financial statements separate and distinct from those of any other Person, evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other

Person and to the extent that the books and records of the Company are consolidated with those of any other Person, the fact of such consolidation shall be noted in a footnote to such Person’s books and records;

(vii) shall ensure that all material transactions between the Company and any of its Affiliates shall be only on an

arm’s-length basis;

(viii) shall conduct business in its own name and hold itself out to the public under its own name as a legal entity separate and distinct from any other Person, shall act solely in its own name and through its own authorized officers and agents, and no Affiliate of the Company shall be appointed to act as agent by the Company, except as may be expressly permitted by any written agreements of the Company;

(ix) shall ensure that decisions with respect to its business and daily operations shall be independently made by the Company (although the officer making any particular decision may also be an officer or director of any Affiliate of the Company) and shall not be dictated by an Affiliate of the Company;

(x) shall have, if appropriate, U.C.C.-1 financing statements, with respect to all assets purchased from any other Person;

(xi) shall file its own tax returns, if any, or, if it is a member of a consolidated group, will join in the consolidated return of such group as a separate member thereof and shall ensure that any financial reports required of the Company shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates;

(xii) shall ensure that any tax payments made on the Company’s behalf are allocated appropriately;

(xiii) shall comply with all provisions of this Agreement and shall observe all necessary, appropriate and customary limited liability company formalities;

(xiv) shall maintain its bank accounts separate from any other Person; and

(xv) shall correct any known misunderstanding regarding its separate identity. Failure of the Company or the Managing Member on behalf of the Company to comply with any of the foregoing covenants shall not affect the status of the Company as a separate legal entity or the limited liability of the Members.

(b) The Company shall not:

(i) incur any indebtedness for borrowed money, or assume or guaranty any indebtedness for borrowed money of any other entity, other than any Obligation incurred in connection with Asset Purchase Agreement and the Lease Agreement;

(ii) direct or participate in the management of any other Person’s operations (other than THE PARTNERSHIP), and no other Person shall be permitted to direct or participate in the management of the Company;

(iii) hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for any obligations of any other Person, except as may be expressly permitted in any written agreements of the Company;

(iv) become liable as a guarantor or otherwise with respect to any debt or contractual obligation of any other Person;

(v) make any payment or distribution of assets with respect to any obligation of any other Person or grant any lien, security interest or encumbrance on any of its assets to secure any obligation of any other Person;

(vi) make loans, advances or otherwise extend credit to any other Person, except on an arm’s-length basis, and shall not permit any Affiliate of the Company to advance funds to the Company or otherwise supply funds to, or guaranty debts of, the Company, except as may be expressly permitted by any written agreements of the Company;

(vii) fail to maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

(viii) shall not acquire the obligations or securities of its Affiliates;

(ix) shall not identify itself as a division of any other Person; and

(x) file or consent to the filing of any petition to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors, except pursuant to Section 7.3(a) of this Agreement. Failure of the Company or the Managing Member on behalf of the Company, to comply with any of the foregoing covenants shall not affect the status of the Company as a separate legal entity or the limited liability of the Members.

ARTICLE XII

MISCELLANEOUS

Section 12.1 Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

Section 12.2 Governing Law. This Agreement and the rights and duties of the Members shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws.

Section 12.3 Agreement for Further Execution. At any time or times upon the request of the Managing Member, each Member agrees to sign and swear to any certificate, any amendment to or cancellation of such certificate, acknowledge similar certificates or affidavits or certificates of fictitious firm name or the like (and any amendments or cancellations thereof) required by the laws of the State of Delaware, or any other jurisdiction in which the Company does, or proposes to do, business. This Section 12.3 shall not prejudice or affect the rights of the Members to approve amendments to this Agreement pursuant to Section 9.1.

Section 12.4 Entire Agreement; Binding Agreement. (a) This Agreement contains the entire understanding between the parties and supersedes any prior understandings or agreements between them respecting the within subject matter. There are no representations, agreements, arrangements or understandings, oral or written, between the parties hereto relating to the subject matter of this Agreement which are not fully expressed.

(b) Notwithstanding anything in this Agreement to the contrary, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member by the Independent Directors, in accordance with its terms. In addition, the Independent Directors shall be intended beneficiaries of this Agreement.

Section 12.5 Severability. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations of the jurisdictions in which the Company does business. If any provision of this Agreement or the application thereof to any Person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

Section 12.6 Notices. Notices to Members or to the Company shall be deemed to have been given when personally delivered or mailed, by prepaid registered or certified mail, addressed as set forth in this Agreement, unless a notice of change of address has previously been given in writing by the addressee to the addressor, in which case such notice shall be addressed to the address set forth in such notice of change of address.

Section 12.7 Counterparts. This Agreement may be executed in multiple counterparts, each one of which shall constitute an original executed copy of this Agreement.

Section 12.8 Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons may require.

Section 12.9 Titles and Captions. All titles and captions are for convenience only, do not form a substantive part of this Agreement, and shall not restrict or enlarge any substantive provisions of this Agreement.

IN WITNESS WHEREOF, the parties have hereunto set their hands as of the day and year first above written.

MANAGING MEMBER:
ElderTrust Operating Limited Partnership
	By:	ElderTrust, General Partner
		By:	/s/ D. Lee McCreary, Jr.
			D. Lee McCreary, Jr.
			President and Chief Executive Officer

EX-3.11.4

Exhibit 3.11.4

FIRST AMENDMENT TO LIMITED LIABILITY

COMPANY AGREEMENT OF ET BERKSHIRE, LLC

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

W I T N E S S E T H:

WHEREAS, the Operating Partnership, being the sole member of ET Berkshire, LLC, a Delaware limited liability company (the “LLC”), formed the LLC pursuant to that certain Certificate of Formation, dated December 17, 1998 and filed with the Delaware Secretary of State on December 18, 1998, as amended, and that certain Limited Liability Company Agreement dated as of January 24, 2001 (the “Agreement”); and

WHEREAS, the Operating Partnership, being the sole member of the LLC (and no other members having ever been admitted to the LLC), desires to amend the Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Operating Partnership and the LLC hereby agree as follows:

1. Section 1.1 of the Agreement hereby is amended by the deletion therefrom of the defined terms “Independent Member” and “Independent Director” and the definitions thereof. All other references in the Agreement to the “Independent Member” and the “Independent Director” hereby are deleted.

2. Section 1.1 of the Agreement hereby is further amended by the deletion from the definition of “Lease” set forth in said Section 1.1 of the phrase “Berks Nursing Homes, Inc.” and the insertion, in lieu thereof, of the phrase “Assisted Living Associates of Berkshire, Inc.”

3. Sections 4.2, 7.2, 7.3, 7.4 and Article XI of the Agreement are hereby deleted in their entirety.

4. Section 9.1 of the Agreement hereby is deleted in its entirety and, in lieu thereof, is inserted the following: “The Member may at any time and from time to time amend this Agreement by executing a written amendment to this Agreement.”

5. Except as amended herein, the Agreement is hereby confirmed and shall remain in full force and effect.

6. All defined terms used in this First Amendment shall have the meanings given them in the Agreement, unless otherwise defined in this First Amendment.

[SIGNATURE PAGE TO FOLLOW]

2

IN WITNESS WHEREOF, the undersigned have executed this First Amendment, or have caused this First Amendment to be executed, as of the date first above written.

OPERATING PARTNERSHIP:
ELDERTRUST OPERATING LIMITED PARTNERSHIP
By:	ElderTrust, general partner
	By:		/s/ D. Lee McCreary, Jr.
	Name:		D. Lee McCreary, Jr.
	Title:		President and Chief
			Executive Officer
LLC:
ET BERKSHIRE, LLC
By:	ElderTrust Operating Limited Partnership, Sole Member
	By:	Elder Trust, general partner
		By:	/s/ D. Lee McCreary, Jr.
		Name:	Lee McCreary, Jr.
		Title:	President and Chief
			Executive Officer

3

EX-3.11.5

Exhibit 3.11.5

SECOND AMENDMENT TO LIMITED LIABILITY

COMPANY AGREEMENT OF ET BERKSHIRE, LLC

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

W I T N E S S E T H :

WHEREAS, the Operating Partnership, being the sole member of ET Berkshire, LLC, a Delaware limited liability company (the “LLC”), formed the LLC pursuant to that certain Certificate of Formation, dated December 17, 1998 and filed with the Delaware Secretary of State on December 19, 1998, as amended, and that certain Limited Liability Company Agreement of ET Berkshire, LLC, dated as of January 24, 2001, as amended by the First Amendment to Limited Liability Company Agreement of ET Berkshire, LLC, dated as of August 29, 2002 (as amended, the “Agreement”); and

WHEREAS, the Operating Partnership, being the sole member of the LLC (and no other members having ever been admitted to the LLC), desires to amend the Agreement pursuant to Section 9.1 thereof.

NOW, THEREFORE, the Agreement is hereby amended as follows:

1. Section 3.1 of the Agreement hereby is deleted in its entirety and, in lieu thereof, is inserted the following: “The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.”

2. Except as amended herein, the Agreement is hereby confirmed and shall remain in full force and effect.

3. All defined terms used in this Second Amendment shall have the meanings given them in the Agreement, unless otherwise defined in this Second Amendment.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has executed this Second Amendment, or has caused this Second Amendment to be executed, as of the date first written above.

ELDERTRUST OPERATING LIMITED PARTNERSHIP
By:	ELDERTRUST, its general partner
	By:	/s/ T. Richard Riney
	Name:	T. Richard Riney
	Title:	Secretary

- 2 -

EX-3.12.1

Exhibit 3.12.1

CERTIFICATE OF FORMATION

OF

CABOT ALF, L.L.C.

1. NAME

The name of the limited liability company is Cabot ALF, L.L.C. (the “LLC”).

2. REGISTERED OFFICE AND AGENT

The address of the LLC’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the LLC’s registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Cabot ALF, L.L.C. this 23rd day of July, 1998.

By:	/s/ Edward B. Romanov, Jr.
	Edward B. Romanov, Jr.
	authorized agent

EX-3.12.2

Exhibit 3.12.2

OPERATING AGREEMENT

OF

CABOT ALF, L.L.C.

THIS OPERATING AGREEMENT dated as of October 23, 1998 (the “Agreement”) is entered into by and between CABOT 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”).

Recitals

A. A Certificate of Formation dated July 23, 1998 (the “Certificate”) has been filed by the Member to form a limited liability company under the name “CABOT ALF, L.L.C.” pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended (6 Del. C. § 18-101, et seq.) (the “Act”).

B. By executing this Agreement, the Member hereby (i) ratifies the formation of the LLC and the filing of the Certificate and (ii) continues the existence of the LLC.

C. The Member and the LLC hereby adopt this Agreement to set forth the terms governing the affairs of the LLC and the conduct of its business.

Terms of Agreement

1. Name. The name of the LLC is CABOT ALF, L.L.C. The Member may change the name of the LLC from time to time.

2. Purpose and Powers. The LLC may carry on any lawful business purpose or activity for which a limited liability company may be organized under the Act. The LLC shall have all power necessary or convenient to the conduct, promotion or attainment of its business, purposes and activities.

3. Registered Office and Agent. The address of the LLC’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of the LLC’s registered agent at such address is The Corporation Trust Company.

4. Member. Edward B. Romanov, Jr. is the sole member of the LLC. The address of the Member is 101 East State Street, Suite 100, Kennett Square, Pennsylvania 19348.

5. Management by Member. Responsibility for the management of the business and affairs of the LLC shall be vested in the Member, which shall have all right, power and authority to manage, operate and control the business and affairs of the LLC and to do or cause to be done any and all acts, at the expense of the LLC, deemed by it to be necessary or convenient to the furtherance of the purpose of the LLC described in this Agreement, and all powers, statutory or otherwise, possessed by members of a limited liability company under the

Act. Without limiting the generality of the foregoing, the Member may appoint, remove and replace officers of the LLC at any time and from time to time, and the Member, in its sole discretion, may retain such persons or entities (including any person or entity in which the Member shall have an interest or of which the Member is an affiliate) as it shall determine to provide services to or on behalf of the LLC for such compensation as the Member deems appropriate. The Member is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the Certificate and any amendments or restatements thereof required by law.

6. Term. The life of the LLC shall be perpetual; provided, however, that the LLC shall dissolve, and its affairs shall be wound up at the election of the Member or upon the occurrence of an event of dissolution under the Act; provided, further, however, that upon the occurrence of an event of dissolution under the Act, the Member may elect to continue the LLC to the extent permitted under the Act.

7. Capital Contributions. As of the date of this Agreement, the Member has made an initial contribution to the capital of the LLC as set forth on Exhibit A. Except to the extent required under the Act, the Member shall not be required to make any additional contributions to the capital of the LLC.

8. Limitation on Liability; Indemnification.

a) Except as otherwise provided in the Act, the debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC. None of the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC, shall be obligated personally for any debt, obligation or liability of the LLC solely by reason of the fact that he, she or it (i) is or was such Member, partner in the Member or officer, trustee, director, employee or agent of any partner in the Member, or officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, partner, venturer, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, sole proprietorship, trust, employee benefit plan or other enterprise. The failure of the LLC to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC, for any liabilities of the LLC.

b) The LLC shall indemnify and hold harmless the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC (individually, in each case, an “Indemnitee”), to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements),

judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether threatened, pending or completed and whether civil, criminal, administrative, arbitrative or investigative, including, without limitation, any appeal to any such claim, demand, action, suit or proceeding and any inquiry or investigation that could lead to such claim, demand, action, suit or proceeding, arising out of or incidental to the business or activities of or relating to the LLC and in which any such Indemnitee may be, or may have been, involved, or threatened to be involved, as a party or otherwise, by reason of the fact that he, she or it (i) is or was the Member, a partner in the Member or an officer, trustee, director, employee or agent of any partner in the Member, or an officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, to the fullest extent permitted under the Act, as the same exists or may hereafter be amended, regardless of whether the Indemnitee continues to be the Member, a partner in the Member or an officer, trustee, director, employee or agent of any partner in the Member, or an officer, employee or agent of the LLC, at the time any such liability or expense is paid or incurred; provided, however, that this provision shall not eliminate or limit the liability of an Indemnitee (i) for any breach of the Indemnitee’s duty of loyalty to the LLC or its Member or (ii) for acts or omissions which involve intentional misconduct, gross negligence or a knowing violation of law. Any right of an Indemnitee under this Section 8 shall be a contract right and as such shall run to the benefit of such Indemnitee. Any repeal or amendment of this Section 8 shall be prospective only and shall not limit the rights of any such Indemnitee or the obligations of the LLC with respect to any claim arising from or related to the status or the services of such Indemnitee in any of the foregoing capacities prior to any such repeal or amendment to this Section 8. Such right shall include the right to be paid by the LLC expenses incurred in investigating or defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Act, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the LLC within sixty (60) days after a written claim has been received by the LLC, the claimant may at any time thereafter bring suit against the LLC to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under the Act, but the burden of proving such defense shall be on the LLC. Neither the failure of the LLC to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the Indemnitee is permissible in the circumstances nor an actual determination by the LLC that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event of the death of any Indemnitee, such right shall inure to the benefit of his or

her heirs, executors, administrators and personal representatives. The rights conferred above shall not be exclusive of any other right which any Indemnitee may have or hereafter acquire under any statute, resolution, agreement or otherwise. If authorized by the Member, the LLC may purchase and maintain insurance on behalf of any Indemnitee to the full extent permitted by the Act.

9. Distributions. The Member from time to time, in its sole discretion, shall determine the amount of cash and other property of the LLC that is not reasonably necessary for the operation of the LLC and is available for distribution to the Member and shall cause the LLC to distribute such cash and property to the Member, subject to the Act.

10. Assignment of Interest. The Member may not assign or transfer all or any part of its interest in the LLC, including granting security interests in such interest, without the written consent of ElderTrust Operating Limited Partnership, a Delaware limited partnership.

11. Winding Up and Distribution Upon Dissolution. Upon dissolution of the LLC, the Member shall wind up the business and affairs of the LLC and shall cause all property and assets of the LLC to be distributed as follows:

a) first, all of the LLC’s debts, liabilities and obligations, including any loans or advances from the Member, shall be paid in full or reserves therefor shall be set aside; and

b) any remaining assets shall be distributed to the Member.

12. Amendments. The Member and the LLC may at any time and from time to time amend this Agreement by executing a written amendment signed by authorized representatives of both parties.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (but not including the choice of law rules thereof), including, without limitation, the Act.

IN WITNESS WHEREOF, the LLC and the Member have executed this Agreement as of the date first set forth above.

LLC:
CABOT ALF, L.L.C.
By:	/s/ Edward B. Romanov, Jr.
	Edward B. Romanov, Jr.
	Sole Member
MEMBER:
	/s/ Edward B. Romanov, Jr.
	Edward B. Romanov, Jr.

EXHIBIT A

MEMBER’S CAPITAL CONTRIBUTION

[INTENTIONALLY OMITTED]

EX-3.12.3

Exhibit 3.12.3

FIRST AMENDMENT TO OPERATING AGREEMENT

OF

CABOT ALF, L.L.C.

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”).

RECITALS:

A. A Certificate of Formation dated July 23, 1998 (the “Certificate”) was filed by Edward B. Romanov, Jr. (the “Initial Member”) to form a limited liability company under the name “CABOT ALF, L.L.C.” pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended (6 Del. C. § 18-101, et seq.) (the “Act”).

B. The Initial Member and the LLC entered into that certain Operating Agreement of Cabot ALF, L.L.C. dated as of October 23, 1998 (the “Operating Agreement”) in order to set forth, among other things, the terms governing the affairs of the LLC and the conduct of its business.

C. By an Assignment of Membership Interest of even date herewith, the Member acquired all of the right, title and interest of the Initial Member as the sole member of the LLC.

D. The LLC is the managing member of a Delaware limited liability company known as ET Sub-Cabot Park, L.L.C. (“ET Cabot Park”).

E. ET Cabot Park is the owner of an assisted living facility known as The Village at Cabot Park which facility is currently subject to financing (the “MHFA Financing”) from the Massachusetts Housing Finance Authority (the “MHFA”).

F. The Member and the LLC desire to amend the Operating Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1. Paragraph 11 of the Operating Agreement hereby is deleted in its entirety and in lieu thereof is inserted the following:

11. Winding Up and Distribution Upon Dissolution. Upon dissolution of the LLC, the Member shall wind up the

business and affairs of the LLC and shall cause all property and assets of the LLC to be distributed as follows:

(a) first, all of the LLC’s debts, liabilities and obligations, including any loans or advances from the Member, shall be paid in full or reserves therefor shall be set aside; and

(b) any remaining assets shall be distributed to the Member.

Notwithstanding the foregoing, so long as the MHFA Financing is outstanding, the LLC shall not be dissolved without the review and approval of the MHFA.

2. Except as expressly amended hereby, all of the terms and conditions of the Operating Agreement hereby are ratified and confirmed and are in full force and effect.

[SIGNATURE PAGE TO FOLLOW]

-2-

IN WITNESS WHEREOF, the LLC and the Member have executed this First Amendment to Operating Agreement as of the date first set forth above.

LLC:
CABOT ALF, L.L.C.
By:	/s/ D. Lee McCreary, Jr.
	D. Lee McCreary, Jr.
	Sole Member
MEMBER:
/s/ D. Lee McCreary, Jr.
D. Lee McCreary, Jr.

-3-

EX-3.13.1

Exhibit 3.13.1

CERTIFICATE OF FORMATION

OF

CLEVELAND ALF, L.L.C.

1. NAME

The name of the limited liability company is Cleveland ALF, L.L.C. (the “LLC”).

2. REGISTERED OFFICE AND AGENT

The address of the LLC’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the LLC’s registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Cleveland ALF, L.L.C. this 23rd day of July, 1998.

By:	/s/ Edward B. Romanov, Jr.
	Edward. B. Romanov, Jr.
	authorized agent

EX-3.13.2

Exhibit 3.13.2

OPERATING AGREEMENT

OF

CLEVELAND ALF, L.L.C.

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”).

Recitals

A. A Certificate of Formation dated July 23, 1998 (the “Certificate”) has been filed by the Member to form a limited liability company under the name “CLEVELAND ALF, L.L.C.” pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended (6 Del. C. § 18-101, et seq.) (the “Act”).

B. By executing this Agreement, the Member hereby (i) ratifies the formation of the LLC and the filing of the Certificate and (ii) continues the existence of the LLC.

C. The Member and the LLC hereby adopt this Agreement to set forth the terms governing the affairs of the LLC and the conduct of its business.

Terms of Agreement

1. Name. The name of the LLC is CLEVELAND ALF, L.L.C. The Member may change the name of the LLC from time to time.

2. Purpose and Powers. The LLC may carry on any lawful business purpose or activity for which a limited liability company may be organized under the Act. The LLC shall have all power necessary or convenient to the conduct, promotion or attainment of its business, purposes and activities.

3. Registered Office and Agent. The address of the LLC’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of the LLC’s registered agent at such address is The Corporation Trust Company.

4. Member. Edward B. Romanov, Jr. is the sole member of the LLC. The address of the Member is 101 East State Street, Suite 100, Kennett Square, Pennsylvania 19348.

5. Management by Member. Responsibility for the management of the business and affairs of the LLC shall be vested in the Member, which shall have all right, power and authority to manage, operate and control the business and affairs of the LLC and to do or cause to be done any and all acts, at the expense of the LLC, deemed by it to be necessary or convenient to the furtherance of the purpose of the LLC described in this Agreement, and all

powers, statutory or otherwise, possessed by members of a limited liability company under the Act. Without limiting the generality of the foregoing, the Member may appoint, remove and replace officers of the LLC at any time and from time to time, and the Member, in its sole discretion, may retain such persons or entities (including any person or entity in which the Member shall have an interest or of which the Member is an affiliate) as it shall determine to provide services to or on behalf of the LLC for such compensation as the Member deems appropriate. The Member is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the Certificate and any amendments or restatements thereof required by law.

6. Term. The life of the LLC shall be perpetual; provided, however, that the LLC shall dissolve, and its affairs shall be wound up at the election of the Member or upon the occurrence of an event of dissolution under the Act; provided, further, however, that upon the occurrence of an event of dissolution under the Act, the Member may elect to continue the LLC to the extent permitted under the Act.

7. Capital Contributions. As of the date of this Agreement, the Member has made an initial contribution to the capital of the LLC as set forth on Exhibit A. Except to the extent required under the Act, the Member shall not be required to make any additional contributions to the capital of the LLC.

8. Limitation on Liability; Indemnification.

a) Except as otherwise provided in the Act, the debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC. None of the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC, shall be obligated personally for any debt, obligation or liability of the LLC solely by reason of the fact that he, she or it (i) is or was such Member, partner in the Member or officer, trustee, director, employee or agent of any partner in the Member, or officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, partner, venturer, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, sole proprietorship, trust, employee benefit plan or other enterprise. The failure of the LLC to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC, for any liabilities of the LLC.

b) The LLC shall indemnify and hold harmless the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC (individually, in each case, an “Indemnitee”), to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or

- 2 -

several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether threatened, pending or completed and whether civil, criminal, administrative, arbitrative or investigative, including, without limitation, any appeal to any such claim, demand, action, suit or proceeding and any inquiry or investigation that could lead to such claim, demand, action, suit or proceeding, arising out of or incidental to the business or activities of or relating to the LLC and in which any such Indemnitee may be, or may have been, involved, or threatened to be involved, as a party or otherwise, by reason of the fact that he, she or it (i) is or was the Member, a partner in the Member or an officer, trustee, director, employee or agent of any partner in the Member, or an officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, to the fullest extent permitted under the Act, as the same exists or may hereafter be amended, regardless of whether the Indemnitee continues to be the Member, a partner in the Member or an officer, trustee, director, employee or agent of any partner in the Member, or an officer, employee or agent of the LLC, at the time any such liability or expense is paid or incurred; provided, however, that this provision shall not eliminate or limit the liability of an Indemnitee (i) for any breach of the Indemnitee’s duty of loyalty to the LLC or its Member or (ii) for acts or omissions which involve intentional misconduct, gross negligence or a knowing violation of law. Any right of an Indemnitee under this Section 8 shall be a contract right and as such shall run to the benefit of such Indemnitee. Any repeal or amendment of this Section 8 shall be prospective only and shall not limit the rights of any such Indemnitee or the obligations of the LLC with respect to any claim arising from or related to the status or the services of such Indemnitee in any of the foregoing capacities prior to any such repeal or amendment to this Section 8. Such right shall include the right to be paid by the LLC expenses incurred in investigating or defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Act, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the LLC within sixty (60) days after a written claim has been received by the LLC, the claimant may at any time thereafter bring suit against the LLC to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under the Act, but the burden of proving such defense shall be on the LLC. Neither the failure of the LLC to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the Indemnitee is permissible in the circumstances nor an actual determination by the LLC that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the

- 3 -

event of the death of any Indemnitee, such right shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights conferred above shall not be exclusive of any other right which any Indemnitee may have or hereafter acquire under any statute, resolution, agreement or otherwise. If authorized by the Member, the LLC may purchase and maintain insurance on behalf of any Indemnitee to the full extent permitted by the Act.

9. Distributions. The Member from time to time, in its sole discretion, shall determine the amount of cash and other property of the LLC that is not reasonably necessary for the operation of the LLC and is available for distribution to the Member and shall cause the LLC to distribute such cash and property to the Member, subject to the Act.

10. Assignment of Interest. The Member may not assign or transfer all or any part of its interest in the LLC, including granting security interests in such interest, without the written consent of ElderTrust Operating Limited Partnership, a Delaware limited partnership.

11. Winding Up and Distribution Upon Dissolution. Upon dissolution of the LLC, the Member shall wind up the business and affairs of the LLC and shall_. cause all property and assets of the LLC to be distributed as follows:

a) first, all of the LLC’s debts, liabilities and obligations, including any loans or advances from the Member, shall be paid in full or reserves therefor shall be set aside; and

b) any remaining assets shall be distributed to the Member.

12. Amendments. The Member and the LLC may at any time and from time to time amend this Agreement by executing a written amendment signed by authorized representatives of both parties.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (but not including the choice of law rules thereof), including, without limitation, the Act.

IN WITNESS WHEREOF, the LLC and the Member have executed this Agreement as of the date first set forth above.

LLC:
CLEVELAND ALF, L.L.C.
By:	/s/ Edward B. Romanov, Jr.
	Edward B. Romanov, Jr. Sole Member

- 4 -

MEMBER:

/s/ Edward B. Romanov, Jr.

Edward B. Romanov, Jr.

- 5 -

EXHIBIT A

MEMBER’S CAPITAL CONTRIBUTION

[INTENTIONALLY OMITTED]

EX-3.13.3

Exhibit 3.13.3

FIRST AMENDMENT TO OPERATING AGREEMENT

OF

CLEVELAND ALF, L.L.C.

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”).

R E C I T A L S:

A. A Certificate of Formation dated July 23, 1998 (the “Certificate”) was filed by Edward B. Romanov, Jr. (the “Initial Member”) to form a limited liability company under the name “CLEVELAND ALF, L.L.C.” pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended (6 Del. C. § 18-101, et seq.) (the “Act”).

B. The Initial Member and the LLC entered into that certain Operating Agreement of Cleveland ALF, L.L.C. dated as of October 23, 1998 (the “Operating Agreement”) in order to set forth, among other things, the terms governing the affairs of the LLC and the conduct of its business.

C. By an Assignment of Membership Interest of even date herewith, the Member acquired all of the right, title and interest of the Initial Member as the sole member of the LLC.

D. The LLC is the managing member of a Delaware limited liability company known as ET Sub-Cleveland Circle, L.L.C. (“ET Cleveland Circle”).

E. ET Cleveland Circle is the owner of an assisted living facility known as Heritage at Cleveland Circle which facility is currently subject to financing (the “MHFA Financing”) from the Massachusetts Housing Finance Authority (the “MHFA”).

F. The Member and the LLC desire to amend the Operating Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1. Paragraph 11 of the Operating Agreement hereby is deleted in its entirety and in lieu thereof is inserted the following:

11. Winding Up and Distribution Upon Dissolution. Upon dissolution of the LLC, the Member shall wind up the

business and affairs of the LLC and shall cause all property and assets of the LLC to be distributed as follows:

(a) first, all of the LLC’s debts, liabilities and obligations, including any loans or advances from the Member, shall be paid in full or reserves therefor shall be set aside; and

(b) any remaining assets shall be distributed to the Member.

Notwithstanding the foregoing, so long as the MHFA Financing is outstanding, the LLC shall not be dissolved without the review and approval of the MHFA.

2. Except as expressly amended hereby, all of the terms and conditions of the Operating Agreement hereby are ratified and confirmed and are in full force and effect.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the LLC and the Member have executed this First Amendment to Operating Agreement as of the date first set forth above.

LLC:
CLEVELAND ALF, L.L.C.
By:	/s/ D. Lee McCreary, Jr.
	D. Lee McCreary, Jr. Sole Member
MEMBER:
/s/ D. Lee McCreary, Jr.
D. Lee McCreary, Jr.

EX-3.14.1

Exhibit 3.14.1

CERTIFICATE OF FORMATION

OF

ET SUB-HERITAGE WOODS, L.L.C.

1. NAME

The name of the limited liability company is ET Sub-Heritage Woods, L.L.C. (the ”LLC”).

2. REGISTERED OFFICE AND AGENT

The address of the LLC’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the LLC’s registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of ET Sub-Heritage Woods, L.L.C. this 13th day of January, 1998.

By:	ElderTrust Operating Limited
	Partnership, sole member
	By:	ElderTrust Realty Group, Inc.,     general partner
		By:	/s/ D. Lee McCreary, Jr.
			D. Lee McCreary, Jr.
			Vice President and
			Secretary

EX-3.14.2

Exhibit 3.14.2

LIMITED LIABILITY COMPANY AGREEMENT

OF

ET SUB-HERITAGE WOODS, L.L.C.

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

Recitals

A. A Certificate of Formation dated January 13, 1998 (the “Certificate”) has been filed by the Member to form a limited liability company under the name “ET Sub-Heritage Woods, L.L.C.” pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended (6 Del. C. § 18-101, et seq.) (the “Act”).

B. By executing this Agreement, the Member hereby (i) ratifies the formation of the LLC and the filing of the Certificate and (ii) continues the existence of the LLC.

C. The Member and the LLC hereby adopt this Agreement to set forth the terms governing the affairs of the LLC and the conduct of its business.

Terms of Agreement

1. Name. The name of the LLC is ET Sub-Heritage Woods, L.L.C. The Member may change the name of the LLC from time to time.

2. Purpose and Powers. The LLC may carry on any lawful business purpose or activity for which a limited liability company may be organized under the Act. The LLC shall have all power necessary or convenient to the conduct, promotion or attainment of its business, purposes and activities.

3. Registered Office and Agent. The address of the LLC’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of the LLC’s registered agent at such address is The Corporation Trust Company.

4. Member. ElderTrust Operating Limited Partnership is the sole member of the LLC. The address of the Member is 415 McFarlan Road, Suite 202, Kennett Square, Pennsylvania 19348.

5. Management by Member. Responsibility for the management of the business and affairs of the LLC shall be vested in the Member, which shall have all right, power and authority to manage, operate and control the business and affairs of the LLC and to do or cause to be done any and all acts, at the expense of the LLC, deemed by it to be necessary or convenient to the furtherance of the purpose of the LLC described in this Agreement, and all powers, statutory or otherwise, possessed by members of a limited liability company under the Act. Without limiting the generality of the foregoing, the Member may appoint, remove and replace officers of the LLC at any time and from time to time, and the Member, in its sole discretion, may retain such persons or entities (including any person or entity in which the Member shall have an interest or of which the Member is an affiliate) as it shall determine to provide services to or on behalf of the LLC for such compensation as the Member deems appropriate. The Member is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the Certificate and any amendments or restatements thereof required by law.

6. Term. The life of the LLC shall be perpetual; provided, however, that the LLC shall dissolve, and its affairs shall be wound up at the election of the Member or upon the occurrence of an event of dissolution under the Act; provided, further, however, that upon the occurrence of an event of dissolution under the Act, the Member may elect to continue the LLC to the extent permitted under the Act.

7. Capital Contributions. As of the date of this Agreement, the Member has made an initial contribution to the capital of the LLC as set forth on Exhibit A. Except to the extent required under the Act, the Member shall not be required to make any additional contributions to the capital of the LLC.

8. Limitation on Liability; Indemnification.

a) Except as otherwise provided in the Act, the debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC. None of the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC, shall be obligated personally for any debt, obligation or liability of the LLC solely by reason of the fact that he, she or it (i) is or was such Member, partner in the Member or officer, trustee, director, employee or agent of any partner in the Member, or officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, partner, venturer, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, sole proprietorship, trust, employee benefit plan or other enterprise. The failure of the LLC to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC, for any liabilities of the LLC.

- 2 -

b) The LLC shall indemnify and hold harmless the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC (individually, in each case, an “Indemnitee”), to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether threatened, pending or completed and whether civil, criminal, administrative, arbitrative or investigative, including, without limitation, any appeal to any such claim, demand, action, suit or proceeding and any inquiry or investigation that could lead to such claim, demand, action, suit or proceeding, arising out of or incidental to the business or activities of or relating to the LLC and in which any such Indemnitee may be, or may have been, involved, or threatened to be involved, as a party or otherwise, by reason of the fact that he, she or it (i) is or was the Member, a partner in the Member or an officer, trustee, director, employee or agent of any partner in the Member, or an officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, to the fullest extent permitted under the Act, as the same exists or may hereafter be amended, regardless of whether the Indemnitee continues to be the Member, a partner in the Member or an officer, trustee, director, employee or agent of any partner in the Member, or an officer, employee or agent of the LLC, at the time any such liability or expense is paid or incurred; provided, however, that this provision shall not eliminate or limit the liability of an Indemnitee (i) for any breach of the Indemnitee’s duty of loyalty to the LLC or its Member or (ii) for acts or omissions which involve intentional misconduct, gross negligence or a knowing violation of law. Any right of an Indemnitee under this Section 8 shall be a contract right and as such shall run to the benefit of such Indemnitee. Any repeal or amendment of this Section 8 shall be prospective only and shall not limit the rights of any such Indemnitee or the obligations of the LLC with respect to any claim arising from or related to the status or the services of such Indemnitee in any of the foregoing capacities prior to any such repeal or amendment to this Section 8. Such right shall include the right to be paid by the LLC expenses incurred in investigating or defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Act, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the LLC within sixty (60) days after a written claim has been received by the LLC, the claimant may at any time thereafter bring suit against the LLC to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under the Act, but the burden of proving such defense shall be on the LLC. Neither the failure of the LLC to have made its

- 3 -

determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the Indemnitee is permissible in the circumstances nor an actual determination by the LLC that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event of the death of any Indemnitee, such right shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights conferred above shall not be exclusive of any other right which any Indemnitee may have or hereafter acquire under any statute, resolution, agreement or otherwise. If authorized by the Member, the LLC may purchase and maintain insurance on behalf of any Indemnitee to the full extent permitted by the Act.

9. Distributions. The Member from time to time, in its sole discretion, shall determine the amount of cash and other property of the LLC that is not reasonably necessary for the operation of the LLC and is available for distribution to the Member and shall cause the LLC to distribute such cash and property to the Member, subject to the Act.

10. Assignment of Interest. The Member from time to time may assign or transfer all or any part of its interest in the LLC, including granting security interests in such interest.

11. Winding Up and Distribution Upon Dissolution. Upon dissolution of the LLC, the Member shall wind up the business and affairs of the LLC and shall cause all property and assets of the LLC to be distributed as follows:

a) first, all of the LLC’s debts, liabilities and obligations, including any loans or advances from the Member, shall be paid in full or reserves therefor shall be set aside; and

b) any remaining assets shall be distributed to the Member.

12. Amendments. The Member and the LLC may at any time and from time to time amend this Agreement by executing a written amendment signed by authorized representatives of both parties.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (but not including the choice of law rules thereof), including, without limitation, the Act.

- 4 -

IN WITNESS WHEREOF, the LLC and the Member have executed this Agreement as of the date first set forth above.

LLC:
ET SUB-HERITAGE WOODS, L.L.C.
By:	ElderTrust Operating Limited Partnership, Sole Member
	By:	ElderTrust, General Partner
		By:	/s/ D. Lee McCreary, Jr.
			Name:	D. Lee McCreary, Jr.
			Title:	Vice President and Secretary

MEMBER:
ELDERTRUST OPERATING LIMITED PARTNERSHIP
	By:	ElderTrust, General Partner
		By:	/s/ D. Lee McCreary, Jr.
			Name:	D. Lee McCreary, Jr.
			Title:	Vice President and Secretary

- 5 -

EXHIBIT A

MEMBER’S CAPITAL CONTRIBUTION

[INTENTIONALLY OMITTED]

EX-3.15.1

Exhibit 3.15.1

AMENDED AND RESTATED CERTIFICATE OF LIMITED PARTNERSHIP

OF

ET SUB-HIGHGATE, L.P.

On behalf of the Partnership (as defined below) and for purposes of continuing the Partnership as a limited partnership under the Pennsylvania Revised Uniform Limited Partnership Act (Pa. Cons. Stat. Ann. § 8501 et seq.) (the “Pennsylvania RULPA”), the undersigned hereby certifies as follows:

1. NAME

The name of the limited partnership is Senior LifeChoice of Paoli, L.P. (the “Partnership”).

2. DATE OF ORIGINAL FILING:

The date of filing of the original certificate of limited partnership was May 13, 1994.

3(a). CHANGE OF GENERAL PARTNER

As of the effective date Senior LifeChoice Corp., a Pennsylvania corporation, will withdraw as a general partner of the Partnership As of the effective date ET GENPAR, L.L.C., a Delaware limited liability company, will be admitted as a general partner of the Partnership and will be the sole general partner of the Partnership. The post office address of ET GENPAR, L.L.C. is 415 McFarlan Road, Suite 202, Kennett Square, Pennsylvania 19348.

8(b). CHANGE OF REGISTERED OFFICE

As of the effective date the post-office address of the office at which the Partnership records required to be maintained by Section 8507 of the Pennsylvania RULPA will be kept is 415 McFarlan Road, Suite 202, Kennett Square, Pennsylvania 19348.

8(c). CHANGE OF NAME

As of the effective date the name of the limited partnership will be changed to ET Sub-Highgate, L.P.

4. EFFECTIVE DATE

This amended and restated certificate of limited partnership will be effective January 30, 1998.

5. TERMINATION DATE

The latest date upon which the limited partnership is to be dissolved and its affairs wound up is December 31, 2096.

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Limited Partnership of ET Sub-Highgate, L.P. this 30th day of January, 1998.

ET GENPAR, L.L.C.
By:	ElderTrust Operating Limited Partnership,
	Sole Member
	By:	ElderTrust General Partner
		By:	/s/ D. Lee McCreary, Jr.
		Name:	D. Lee McCreary, Jr.
		Title:	Vice President and Chief
			Financial Officer

EX-3.15.2

Exhibit 3.15.2

AGREEMENT

OF

LIMITED PARTNERSHIP

OF

ET SUB-HIGHGATE, L.P.

Dated: January 30, 1998

TABLE OF CONTENTS

	Page
1. CERTAIN DEFINITIONS	1
2. CONTINUATION; NAME; PLACE OF BUSINESS	3
2.1. Continuation of Partnership and Filing of Amended and Restated Certificate	3
2.2. Name of Partnership	4
2.3. Place of Business	4
2.4. Registered Office	4
3. PURPOSES AND POWERS OF PARTNERSHIP	5
4. TERM OF PARTNERSHIP	5
5. CAPITAL	5
5.1. Capital Contribution of the General Partner	5
5.2. Capital Contributions of Limited Partners	5
5.3. Capital Accounts	5
5.4. No Interest on Capital Contributions or Amounts in Capital Account	5
5.5. Liability of Limited Partners	5
5.6. Return of Capital	6
6. ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS	6
6.1. Allocations of Profits and Losses	6
6.2. Distributions	6
7. MANAGEMENT	6
7.1. Management and Control of Partnership Business	6
7.2. Other Activities of Partners	6
7.3. Liability of General Partner and Affiliates to Partnership and Limited Partners	7
7.4. Limitation on Liability of General Partner and Affiliates; Indemnification	7
7.5. No Management by Limited Partners	8
8. BANK ACCOUNTS; BOOKS AND RECORDS; STATEMENTS; TAXES; FISCAL YEAR	9
8.1. Bank Accounts	9
8.2. Books and Records	9
8.3. Tax Returns	9
8.4. Federal Income Tax Elections	9
8.5. Fiscal Year	9
9. TRANSFER OF INTERESTS	10
10. ADMISSION OF ADDITIONAL PARTNERS.	10
11. WITHDRAWAL OF A PARTNER.	10
12. DISSOLUTION	10
13. MISCELLANEOUS PROVISIONS	10
13.1. Severability	10
13.2. Amendment Procedure	11
13.3. Entire Agreement	11
13.4. Pronouns	11
13.5. Headings	11

- i -

13.6. Governing Law	11
13.7. Execution in Counterparts	11

- ii -

AGREEMENT OF LIMITED PARTNERSHIP

OF

ET SUB-HIGHGATE, L.P.

RECITALS

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”).

WHEREAS, a limited partnership was previously formed pursuant to the provisions of the Pennsylvania Revised Uniform Limited Partnership Act (15 Pa. Cons. Stat. Ann. § 8501 et seq.) as amended from time to time, and any successor thereto (the “Pennsylvania RULPA”) under the name Senior LifeChoice of Paoli, L.P. (the “Partnership”);

WHEREAS, the General Partner and the Limited Partner have on the date hereof acquired all of the interests in the Partnership; and

WHEREAS, the General Partner and the Limited Partner desire to rename the Partnership ET Sub-Highgate, L.P. and to continue the business of the Partnership pursuant to this Agreement; and

NOW, THEREFORE, in consideration for the foregoing, and of the covenants and agreements hereinafter set forth, it is hereby agreed as follows:

1. CERTAIN DEFINITIONS

Unless the context otherwise specifies or requires, the terms defined in this Section 1 shall, for the purposes of this Agreement, have the meanings herein specified. Unless otherwise specified, all references herein to Sections or Schedules are to Sections of, or Schedules attached to, this Agreement.

Adjusted Basis: The basis for determining gain or loss for federal income tax purposes from the sale or other disposition of property, as defined in Section 1011 of the Code.

Affiliate: With respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any Person owning or controlling ten percent (10%) or more of the outstanding voting interests of such Person, (iii) any Person of which such Person owns or controls ten percent (10%) or more of the voting interests or (iv) any officer, director, general partner or trustee of such Person or of any Person referred to

in clauses (i), (ii) or (iii) above. For purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

Agreed Value: (i) In the case of any property contributed to the Partnership by a Partner, the 704(c) Value of such property as of the time of its contribution to the Partnership, reduced by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed and (ii) in the case of any property distributed to a Partner by the Partnership, the Partnership’s Carrying Value of such property at the time such property is distributed, reduced by any indebtedness either assumed by such Partner upon such distribution or to which such property is subject at the time of distribution as determined under Section 752 of the Code and the Regulations thereunder. The aggregate Agreed Value of all property contributed to the Partnership by a Partner shall be set forth next to such Partner’s name on Schedule A.

Agreement: As defined in the Recitals.

Capital Account: The capital account established and maintained for each Partner pursuant to Section 5.3.

Capital Contribution: Any property (including cash) contributed to the Partnership by or on behalf of a Partner.

Carrying Value: (i) With respect to any asset contributed or deemed to be contributed to the Partnership or revalued on the Partnership’s books, the fair market value of such asset at the time of contribution or revaluation (as determined by the General Partner) reduced, but not below zero, by all deductions for depreciation, amortization, cost recovery and expense in lieu of depreciation debited to the Capital Accounts of the Partners pursuant to with respect to such asset since the time of contribution or last revaluation up to the time the Carrying Value is to be determined; and (ii) with respect to any other asset of the Partnership, the Adjusted Basis of such asset as of the time the Carrying Value is to be determined.

Certificate: The Certificate of Limited Partnership, and any and all amendments thereto or restatements thereof, filed on behalf of the Partnership with the Recording Office as required under the Pennsylvania RULPA.

Code: The Internal Revenue Code of 1986, as in effect and hereafter amended, and, unless the context otherwise requires, applicable regulations thereunder. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law.

Fiscal Year: The fiscal year of the Partnership for financial accounting purposes, and for federal, state and local income tax purposes, which shall be the calendar year unless changed by the General Partner in accordance with Section 8.5.

- 2 -

General Partner: As defined in the Recitals or any other Person admitted to the Partnership as a general partner.

Limited Partner: As defined in the Recitals or any other Person admitted to the Partnership as a limited partner.

Partner: As defined in the Recitals.

Partnership: As defined in the Recitals.

Partnership Assets: All assets and property, whether tangible or intangible and whether real, personal or mixed, at any time owned by or held for the benefit of the Partnership.

Partnership Interest: As to any Partner, all of the interest of that Partner in the Partnership, including, without limitation, such Partner’s (i) right to a distributive share of the income, gain, losses and deductions of the Partnership in accordance herewith and (ii) right to a distributive share of Partnership Assets.

Pennsylvania RULPA: As defined in the Recitals.

Person: Any individual, corporation, association, partnership, limited partnership, limited liability company, joint venture, trust, estate or other legal or commercial entity or organization.

Recording Office: The office of the Department of State of the Commonwealth of Pennsylvania.

Regulations: The regulations issued by the United States Department of the Treasury under the Code, as now in effect and as they may be amended from time to time, and any successor regulations.

704(c) Value: With respect to any property contributed to the Partnership by a Partner, the fair market value of such property at the time of contribution as determined by the General Partner using such reasonable method of valuation as it may adopt; provided, however, that the General Partner shall, in its sole and absolute discretion, use such method as it deems reasonable and appropriate to allocate the aggregate of the 704(c) Values of properties contributed to the Partnership in a single or integrated transaction among each separate property on a basis proportional to its fair market value.

Termination Date: December 31, 2096.

2. CONTINUATION; NAME; PLACE OF BUSINESS

2.1. Continuation of Partnership and Filing of Amended and Restated Certificate

The General Partner and the Limited Partner hereby execute this Agreement for the purpose of continuing the business of the Partnership and establishing the rights, duties and relationship of the Partners. Promptly following the execution of this Agreement by the Partners,

- 3 -

the General Partner shall file an amended and restated Certificate with the Recording Office. If the laws of any jurisdiction in which the Partnership transacts business so require, the General Partner also shall file, with the appropriate office in that jurisdiction, a copy of the Certificate as filed with the Recording Office or any other documents necessary for the Partnership to qualify to transact business and to establish and maintain the limited liability of the Limited Partner (or any additional Partners admitted to the partnership as limited partners in the future) under the Pennsylvania RULPA. The Partners further agree and obligate themselves to execute, acknowledge and cause to be filed for record, in the place or places and manner prescribed by law, any amendments to the Certificate as may be required, by the Pennsylvania RULPA, by the laws of a jurisdiction in which the Partnership transacts business or by this Agreement, to reflect changes in the information contained therein or otherwise to comply with the requirements of law for the continuation, preservation and operation of the Partnership as a limited partnership under the Pennsylvania RULPA.

2.2. Name of Partnership

The name under which the Partnership shall conduct its business is “ET Sub-Highgate, L.P.” The business of the Partnership may be conducted under any other name permitted by the Pennsylvania RULPA that is deemed necessary or desirable by the General Partner, in its sole and absolute discretion, except that such other name may not include the name of any Limited Partner unless such is also the name of the General Partner. The General Partner promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the Commonwealth of Pennsylvania or any jurisdiction in which the Partnership conducts business and shall take such other actions as the General Partner determines are required by the laws of the Commonwealth of Pennsylvania or any other jurisdiction in which the Partnership conducts business to use the name or names under which the Partnership conducts business.

2.3. Place of Business

The principal place of business of the Partnership shall be located at 415 McFarlan Road, Suite 202, Kennett Square, Pennsylvania 19348. The General Partner may hereafter change the principal place of business of the Partnership to such other place or places within the United States as the General Partner may from time to time determine, in its sole and absolute discretion, provided that the General Partner shall give written notice thereof to the Limited Partners within 30 days after the effective date of any such change and, if necessary, shall amend the Certificate in accordance with the applicable requirements of the Pennsylvania RULPA. The General Partner may, in its sole and absolute discretion, establish and maintain such other offices and additional places of business of the Partnership, either within or without the Commonwealth of Pennsylvania, as it deems appropriate.

2.4. Registered Office

The street address of the registered office of the Partnership shall be 415 McFarlan Road, Suite 202, Kennett Square, Pennsylvania 19348.

- 4 -

3. PURPOSES AND POWERS OF PARTNERSHIP

The Partnership may carry on any lawful business purpose or activity for which a limited partnership may be organized under the Pennsylvania RULPA. The Partnership shall have all power necessary or convenient to the conduct, promotion or attainment of its business, purposes and activities.

4. TERM OF PARTNERSHIP

The Partnership shall commence on the date upon which the Certificate is duly filed with the Recording Office and shall continue until the Termination Date, unless dissolved and liquidated before the Termination Date in accordance with the provisions of Section 12.

5. CAPITAL

5.1. Capital Contribution of the General Partner

As of the date of this Agreement, the General Partner has made a Capital Contribution to the Partnership with an Agreed Value as set forth on Schedule A. Except to the extent required under the Pennsylvania RULPA, the General Partner shall not be required to make any additional Capital Contributions to the Partnership.

5.2. Capital Contributions of Limited Partners

As of the date of this Agreement, the Limited Partner has made a Capital Contribution to the Partnership with an Agreed Value as set forth opposite its name on Schedule A. Upon its admission to the Partnership, each additional Limited Partner shall make a Capital Contribution to the Partnership with an Agreed Value as determined by the General Partner and agreed to by such Limited Partner. The Limited Partners shall not be required to make any Capital Contributions to the Partnership other than as set forth in this Section 5.2 or to the extent required under the Pennsylvania RULPA.

5.3. Capital Accounts

A separate Capital Account shall be established and maintained for each Partner in all events in accordance with the rules of Regulations Section 1.704-1(b)(2)(iv), as amended from time to time.

5.4. No Interest on Capital Contributions or Amounts in Capital Account

No Partner shall be entitled to receive any interest on its Capital Contributions or its outstanding Capital Account balance.

5.5. Liability of Limited Partners

Except as provided in the Pennsylvania RULPA, no Limited Partner shall be liable personally for the obligations of the Partnership.

- 5 -

5.6. Return of Capital

Except upon the dissolution of the Partnership or as may be specifically provided in this Agreement, no Partner shall have the right to demand or to receive the return of all or any part of its Capital Account or its contributions to the capital of the Partnership.

6. ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

6.1. Allocations of Profits and Losses

The Partnership’s profits and losses shall be allocated among the Partners on the basis of the Agreed Value of the Capital Contributions made by each Partner to the Partnership as set forth on Schedule A.

6.2. Distributions

The General Partner from time to time, in its sole discretion, shall determine the amount of cash and other property of the Partnership that is not reasonably necessary for the operation of the Partnership and is available for distribution to the Partners and shall cause the Partnership to distribute such cash or property to the Partners. Any such distributions of cash or other assets of the Partnership shall be allocated among the Partners on the basis of the Agreed Value of the Capital Contributions made by each Partner to the Partnership as set forth on Schedule A.

7. MANAGEMENT

7.1. Management and Control of Partnership Business

Responsibility for the management of the business and affairs of the Partnership shall be vested in the General Partner, which shall have all right, power and authority to manage, operate and control the business and affairs of the Partnership and to do or cause to be done any and all acts, at the expense of the Partnership, deemed by it to be necessary or convenient to the furtherance of the purpose of the Partnership described in this Agreement, and all powers, statutory or otherwise, possessed by a general partner of a limited partnership under the Pennsylvania RULPA. Without limiting the generality of the foregoing, the General Partner, in its sole discretion, may retain such persons or entities (including the General Partner and any person or entity in which the General Partner shall have an interest or of which the General Partner is an Affiliate) as it shall determine to provide services to or on behalf of the Partnership for such compensation as the General Partner deems appropriate; provided, however, that the General Partner shall discharge its duties to the Partnership and the Limited Partners under the Pennsylvania RULPA and this Agreement and shall exercise any rights consistent with the obligation of good faith and fair dealing.

7.2. Other Activities of Partners

Any Partner may have other business interests or may engage in other business ventures of any nature or description whatsoever, whether currently existing or hereafter created,

- 6 -

and may compete, directly or indirectly, with the business of the Partnership. No Partner or Affiliate thereof shall incur any liability to the Partnership as a result of such Partner’s or Affiliate’s pursuit of such other business interest, ventures and competitive activity, and neither the Partnership nor the other Partners shall have any right to participate in such other business ventures or to receive or share in any income or profits derived therefrom.

7.3. Liability of General Partner and Affiliates to Partnership and Limited Partners

Neither the General Partner nor any of its Affiliates shall be liable to the Partnership or to the Limited Partners for any losses sustained or liabilities incurred as a result of any act or omission of any of such Persons, unless such Person: (i) failed to account to the Partnership and hold as trustee for it any property, profit or benefit derived by such Person in the conduct and winding up of the Partnership business or derived from a use by such Person of Partnership property, including the appropriation of a Partnership opportunity; (ii) dealt with the Partnership in the conduct or winding up of the Partnership business as or on behalf of a party having an interest adverse to the Partnership; (iii) competed with the Partnership in the conduct of the Partnership business before the dissolution of the Partnership; or (iv) engaged in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law in the conduct and winding up of the Partnership business; provided, however, that neither the General Partner nor any of its Affiliates shall be deemed to have violated the duties or obligations of such Person under the Pennsylvania RULPA or this Agreement merely because such Person’s conduct furthers such Person’s own interest.

7.4. Limitation on Liability of General Partner and Affiliates; Indemnification

Except as provided in the Pennsylvania RULPA, neither the General Partner nor any of its Affiliates shall be, solely by reason of being the General Partner or an Affiliate of the General Partner, liable, directly or indirectly, including by way of indemnification, contribution, assessment or otherwise, for debts, obligations or liabilities of, or chargeable to, the Partnership, whether sounding in tort, contract or otherwise.

The Partnership shall indemnify and hold harmless the General Partner, its Affiliates and any officers, employees or agents of the Partnership (individually, in each case, an “Indemnitee”), to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether threatened, pending or completed and whether civil, criminal, administrative, arbitrative or investigative, including, without limitation, any appeal to any such claim, demand, action, suit or proceeding and any inquiry or investigation that could lead to such claim, demand, action, suit or proceeding, arising out of or incidental to the ordinary course of business of the Partnership or the preservation of its business or properties and in which any such Indemnitee may be, or may have been, involved, or threatened to be involved, as a party or otherwise, by reason of the fact that he, she or it (i) is or was the General Partner, an Affiliate of the General Partner or an officer, employee or agent of the Partnership or (ii) is or was serving at the request of the Partnership as a director, officer, member, general or limited partner, venturer, proprietor, trustee, employee, agent or similar

- 7 -

functionary of another foreign or domestic corporation, limited liability company, joint venture, partnership, limited partnership, sole proprietorship, trust, employee benefit plan or other enterprise, to the fullest extent permitted under the Pennsylvania RULPA, regardless of whether the Indemnitee continues to be the General Partner, an Affiliate of the General Partner or an officer, employee or agent of the Partnership, at the time any such liability or expense is paid or incurred; provided, however, that this provision shall not eliminate or limit the liability of an Indemnitee for any breach of the Indemnitee’s duties to the Partnership or its Limited Partners as set forth in Section 7.1 or Section 7.3 hereof. Any right of an Indemnitee under this Section 7.4 shall be a contract right and as such shall run to the benefit of such Indemnitee. Any repeal or amendment of this Section 7.4 shall be prospective only and shall not limit the rights of any such Indemnitee or the obligations of the Partnership with respect to any claim arising from or related to the status or the services of such Indemnitee in any of the foregoing capacities prior to any such repeal or amendment to this Section 7.4. Such right shall include the right to be paid by the Partnership expenses incurred in investigating or defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Pennsylvania RULPA. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the Partnership within sixty (60) days after a written claim has been received by the Partnership, the claimant may at any time thereafter bring suit against the Partnership to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under the Pennsylvania RULPA, but the burden of proving such defense shall be on the Partnership. Neither the failure of the Partnership to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the Indemnitee is permissible in the circumstances nor an actual determination by the Partnership that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event of the death of any Indemnitee, such right shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights conferred above shall not be exclusive of any other right which any Indemnitee may have or hereafter acquire under any statute, resolution, agreement or otherwise. If authorized by the General Partner, the Partnership may purchase and maintain insurance on behalf of any Indemnitee to the full extent permitted by the Pennsylvania RULPA.

7.5. No Management by Limited Partners

No Limited Partner shall take part in the day-to-day management, operation or control of the business and affairs of the Partnership or have any right, power or authority to act for or on behalf of or to bind the Partnership or transact any business in the name of the Partnership. The Limited Partners shall have no rights other than those specifically provided herein or granted by law where consistent with a valid provision hereof. In the event any laws, rules or regulations applicable to the Partnership, or to its sale or issuance of interests in the Partnership, require a Limited Partner, or any group or class thereof, to have certain rights, options, privileges or consents not granted by the terms of this Agreement, then such Limited Partners shall have and enjoy such rights, options, privileges and consents as long as (but only as long as) the existence thereof does not result in a loss of the limitation on liability enjoyed by the Limited Partners under the Pennsylvania RULPA or the applicable laws of any other jurisdiction.

- 8 -

8. BANK ACCOUNTS; BOOKS AND RECORDS; STATEMENTS; TAXES; FISCAL YEAR

8.1. Bank Accounts

All funds of the Partnership shall be deposited in its name in such checking and savings accounts, time deposits or certificates of deposit, or other accounts at such banks, as shall be designated by the General Partner from time to time, and the General Partner shall arrange for the appropriate conduct of such account or accounts.

8.2. Books and Records

The General Partner shall keep, or cause to be kept, accurate, full and complete records of the Partnership as required by the Pennsylvania RULPA.

8.3. Tax Returns

The General Partner shall, at the expense of the Partnership, cause to be prepared and delivered to the Partners, in a timely fashion after the end of each Fiscal Year, copies of all federal and state income tax returns for the Partnership for such Fiscal Year, one copy of which shall be filed by the General Partner. The General Partner is designated as the “tax matters partner” (as defined in the Code) of the Partnership and is authorized and required to represent the Partnership (at the expense of the Partnership) in connection with all examinations of the affairs of the Partnership by any federal, state, or local tax authorities, including any resulting administrative and judicial proceedings, and to expend funds of the Partnership for professional services and costs associated therewith. Each Partner agrees to cooperate with the General Partner and to do or refrain from doing any or all things reasonably required by the General Partner in connection with the conduct of such proceedings; provided, however, that in no event shall any Limited Partner be required to do or refrain from doing anything which would cause such Limited Partner to be deemed a general partner of the Partnership.

8.4. Federal Income Tax Elections

Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any election pursuant to the Code (including, without limitation, the election under Section 754 of the Code). The General Partner shall have the right to seek to revoke any such election upon the General Partner’s determination in its sole and absolute discretion that such revocation is in the best interests of the Partner.

8.5. Fiscal Year

The Fiscal Year of the Partnership for financial and Federal, state and local income tax purposes shall initially be the calendar year. The General Partner shall have authority to change the beginning and ending dates of the Fiscal Year if the General Partner, in its sole and absolute discretion, deems such change to be necessary or appropriate to the business of the Partnership, and the General Partner shall give written notice of any such change to the Limited Partners within thirty (30) days after the occurrence thereof.

- 9 -

9. TRANSFER OF INTERESTS

A Partner from time to time may assign or transfer all or any part of its Partnership Interest, including granting security interests in such Partnership Interest.

10. ADMISSION OF ADDITIONAL PARTNERS.

(a) The General Partner may admit additional persons to the Partnership as general or limited partners at such times and on such terms as the General Partner and the Limited Partners may agree (with the agreement of a majority in interest of the Limited Partners on such matters binding all Limited Partners).

(b) The Partnership shall continue as a limited partnership under the Pennsylvania RULPA after the admission of any additional general or limited partners pursuant to this Section 10.

11. WITHDRAWAL OF A PARTNER.

Upon the withdrawal of any Partner from the Partnership, the Partnership shall return to such Partner, without interest, the amount of such Partner’s Capital Contributions which has been received by the Partnership and has not been previously returned.

12. DISSOLUTION

The Partnership shall dissolve and its affairs shall be wound up on the Termination Date or at such earlier time as (a) the Partners determine by unanimous written consent or (b) required by the Pennsylvania RULPA.

13. MISCELLANEOUS PROVISIONS

13.1. Severability

The invalidity of any one or more provision hereof or of any other agreement or instrument given pursuant to or in connection with this Agreement shall not affect the remaining portions of this Agreement or any such other agreement or instrument or any part thereof, all of which are inserted conditionally on their being held valid in law; and in the event that one or more of the provisions contained herein or therein should be invalid, or should operate to render this Agreement or any such other agreement or instrument invalid, this Agreement and such other agreements and instruments shall be construed as if such invalid provisions had not been inserted.

- 10 -

13.2. Amendment Procedure

The Partners may at any time and from time to time amend this Agreement by executing a written amendment signed by authorized representatives of all Persons who are Partners at such time.

13.3. Entire Agreement

This Agreement (including the Schedule hereto) contains the entire agreement among the Partners with respect to the transactions contemplated herein, and supersedes all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein and therein.

13.4. Pronouns

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or entity may require.

13.5. Headings

Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

13.6. Governing Law

This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania (but not including the choice of law rules thereof).

13.7. Execution in Counterparts

To facilitate execution, this Agreement may be executed in as many counterparts as may be required; and it shall not be necessary that the signatures of, or on behalf of, each party, or that the signatures of all persons required to bind any party, appear on each counterpart; but it shall be sufficient that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on one or more of the counterparts. All counterparts shall collectively constitute a single agreement. It shall not be necessary in making proof of this Agreement to produce or account for more than a number of counterparts containing the respective signatures of, or on behalf of, all of the parties hereto.

- 11 -

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement, or have caused this Agreement to be duly executed on their behalf, as of the day and year first hereinabove set forth.

GENERAL PARTNER:
ET GENPAR, L.L.C.
By:	ElderTrust Operating Limited
	Partnership, Sole Member
	By:	ElderTrust, General Partner
		By:	/s/ D. Lee McCreary, Jr.
		Name:
		Title:
LIMITED PARTNER:
ELDERTRUST OPERATING LIMITED PARTNERSHIP
By:	ElderTrust, General Partner
	By:	/s/ D. Lee McCreary, Jr.
	Name:
	Title:

- 12 -

SCHEDULE A

To Agreement of Limited Partnership of ET Sub-Highgate, L.P.

[INTENTIONALLY OMITTED]

16

EX-3.16.1

Exhibit 3.16.1

CERTIFICATE OF FORMATION

OF

ET GENPAR, L.L.C.

1. NAME

The name of the limited liability company is ET GENPAR, L.L.C. (the “LLC”).

2. REGISTERED OFFICE AND AGENT

The address of the LLC’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the LLC’s registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of ET GENPAR, L.L.C. this 13th day of January, 1998.

By:	ElderTrust Operating Limited
	Partnership, sole member
	By:	ElderTrust Realty Group, Inc.,
		general partner
		By:	/s/ D. Lee McCreary, Jr.
			D. Lee McCreary, Jr.
			Vice President and
			Secretary

EX-3.16.2

Exhibit 3.16.2

LIMITED LIABILITY COMPANY AGREEMENT

OF

ET GENPAR, L.L.C.

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”).

Recitals

A. A Certificate of Formation dated January 13, 1998 (the “Certificate”) has been filed by the Member to form a limited liability company under the name “ET GENPAR, L.L.C.” pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended (6 Del. C. § 18-101, et seq.) (the “Act”).

B. By executing this Agreement, the Member hereby (i) ratifies the formation of the LLC and the filing of the Certificate and (ii) continues the existence of the LLC.

C. The Member and the LLC hereby adopt this Agreement to set forth the terms governing the affairs of the LLC and the conduct of its business.

Terms of Agreement

1. Name. The name of the LLC is ET GENPAR, L.L.C. The Member may change the name of the LLC from time to time.

2. Purpose and Powers. The LLC may carry on any lawful business purpose or activity for which a limited liability company may be organized under the Act. The LLC shall have all power necessary or convenient to the conduct, promotion or attainment of its business, purposes and activities.

3. Registered Office and Agent. The address of the LLC’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of the LLC’s registered agent at such address is The Corporation Trust Company.

4. Member. ElderTrust Operating Limited Partnership is the sole member of the LLC. The address of the Member is 415 McFarlan Road, Suite 202, Kennett Square, Pennsylvania 19348.

5. Management by Member. Responsibility for the management of the business and affairs of the LLC shall be vested in the Member, which shall have all right, power and authority to manage, operate and control the business and affairs of the LLC and to do or cause to be done any and all acts, at the expense of the LLC, deemed by it to be necessary or

convenient to the furtherance of the purpose of the LLC described in this Agreement, and all powers, statutory or otherwise, possessed by members of a limited liability company under the Act. Without limiting the generality of the foregoing, the Member may appoint, remove and replace officers of the LLC at any time and from time to time, and the Member, in its sole discretion, may retain such persons or entities (including any person or entity in which the Member shall have an interest or of which the Member is an affiliate) as it shall determine to provide services to or on behalf of the LLC for such compensation as the Member deems appropriate. The Member is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the Certificate and any amendments or restatements thereof required by law.

6. Term. The life of the LLC shall be perpetual; provided, however, that the LLC shall dissolve, and its affairs shall be wound up at the election of the Member or upon the occurrence of an event of dissolution under the Act; provided, further, however, that upon the occurrence of an event of dissolution under the Act, the Member may elect to continue the LLC to the extent permitted under the Act.

7. Capital Contributions. As of the date of this Agreement, the Member has made an initial contribution to the capital of the LLC as set forth on Exhibit A. Except to the extent required under the Act, the Member shall not be required to make any additional contributions to the capital of the LLC.

8. Limitation on Liability; Indemnification.

a) Except as otherwise provided in the Act, the debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC. None of the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC, shall be obligated personally for any debt, obligation or liability of the LLC solely by reason of the fact that he, she or it (i) is or was such Member, partner in the Member or officer, trustee, director, employee or agent of any partner in the Member, or officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, partner, venturer, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, sole proprietorship, trust, employee benefit plan or other enterprise. The failure of the LLC to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC, for any liabilities of the LLC.

b) The LLC shall indemnify and hold harmless the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC (individually, in each case, an “Indemnitee”), to the fullest extent permitted by law from and

- 2 -

against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether threatened, pending or completed and whether civil, criminal, administrative, arbitrative or investigative, including, without limitation, any appeal to any such claim, demand, action, suit or proceeding and any inquiry or investigation that could lead to such claim, demand, action, suit or proceeding, arising out of or incidental to the business or activities of or relating to the LLC and in which any such Indemnitee may be, or may have been, involved, or threatened to be involved, as a party or otherwise, by reason of the fact that he, she or it (i) is or was the Member, a partner in the Member or an officer, trustee, director, employee or agent of any partner in the Member, or an officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, to the fullest extent permitted under the Act, as the same exists or may hereafter be amended, regardless of whether the Indemnitee continues to be the Member, a partner in the Member or an officer, trustee, director, employee or agent of any partner in the Member, or an officer, employee or agent of the LLC, at the time any such liability or expense is paid or incurred; provided, however, that this provision shall not eliminate or limit the liability of an Indemnitee (i) for any breach of the Indemnitee’s duty of loyalty to the LLC or its Member or (ii) for acts or omissions which involve intentional misconduct, gross negligence or a knowing violation of law. Any right of an Indemnitee under this Section 8 shall be a contract right and as such shall run to the benefit of such Indemnitee. Any repeal or amendment of this Section 8 shall be prospective only and shall not limit the rights of any such Indemnitee or the obligations of the LLC with respect to any claim arising from or related to the status or the services of such Indemnitee in any of the foregoing capacities prior to any such repeal or amendment to this Section 8. Such right shall include the right to be paid by the LLC expenses incurred in investigating or defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Act, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the LLC within sixty (60) days after a written claim has been received by the LLC, the claimant may at any time thereafter bring suit against the LLC to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under the Act, but the burden of proving such defense shall be on the LLC. Neither the failure of the LLC to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the Indemnitee is permissible in the circumstances nor an actual determination by the LLC that such indemnification or advancement is not permissible shall be a defense to the action or create a

- 3 -

presumption that such indemnification or advancement is not permissible. In the event of the death of any Indemnitee, such right shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights conferred above shall not be exclusive of any other right which any Indemnitee may have or hereafter acquire under any statute, resolution, agreement or otherwise. If authorized by the Member, the LLC may purchase and maintain insurance on behalf of any Indemnitee to the full extent permitted by the Act.

9. Distributions. The Member from time to time, in its sole discretion, shall determine the amount of cash and other property of the LLC that is not reasonably necessary for the operation of the LLC and is available for distribution to the Member and shall cause the LLC to distribute such cash and property to the Member, subject to the Act.

10. Assignment of Interest. The Member from time to time may assign or transfer all or any part of its interest in the LLC, including granting security interests in such interest.

11. Winding Up and Distribution Upon Dissolution. Upon dissolution of the LLC, the Member shall wind up the business and affairs of the LLC and shall cause all property and assets of the LLC to be distributed as follows:

a) first, all of the LLC’s debts, liabilities and obligations, including any loans or advances from the Member, shall be paid in full or reserves therefor shall be set aside; and

b) any remaining assets shall be distributed to the Member.

12. Amendments. The Member and the LLC may at any time and from time to time amend this Agreement by executing a written amendment signed by authorized representatives of both parties.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (but not including the choice of law rules thereof), including, without limitation, the Act.

- 4 -

IN WITNESS WHEREOF, the LLC and the Member have executed this Agreement as of the date first set forth above.

LLC:
ET GENPAR, L.L.C.
By:	ElderTrust Operating Limited Partnership, Sole Member
	By:	ElderTrust, General Partner
		By:	/s/ D.Lee McCreary, Jr.
		Name:	D. Lee McCreary, Jr.
		Title:	Secretary
MEMBER:
ELDERTRUST OPERATING LIMITED PARTNERSHIP
By:	ElderTrust, General Partner
	By:	/s/ D.Lee McCreary, Jr.
		Name: D. Lee McCreary, Jr.
		Title:   Secretary

- 5 -

EX-3.17.1

Exhibit 3.17.1

CERTIFICATE OF FORMATION

OF

ET SUB-LACEY I, L.L.C.

1. NAME

The name of the limited liability company is ET Sub-Lacey I, L.L.C. (the “LLC”).

2. REGISTERED OFFICE AND AGENT

The address of the LLC’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the LLC’s registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of ET Sub-Lacey I, L.L.C. this 13th day of January, 1998.

By:	ElderTrust Operating Limited
	Partnership, sole member
	By:	ElderTrust Realty Group, Inc.,
		general partner
		By:	/s/ D. Lee McCreary, Jr.
			D. Lee McCreary, Jr.
			Vice President and
			Secretary

EX-3.17.2

Exhibit 3.17.2

LIMITED LIABILITY COMPANY AGREEMENT

OF

ET SUB-LACEY I, L.L.C.

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

Recitals

A. A Certificate of Formation dated January 13, 1998 (the “Certificate”) has been filed by the Member to form a limited liability company under the name “ET Sub-Lacey I, L.L.C.” pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended (6 Del. C. § 18-101, et seq.) (the “Act”).

B. By executing this Agreement, the Member hereby (i) ratifies the formation of the LLC and the filing of the Certificate and (ii) continues the existence of the LLC.

C. The Member and the LLC hereby adopt this Agreement to set forth the terms governing the affairs of the LLC and the conduct of its business.

Terms of Agreement

1. Name. The name of the LLC is ET Sub-Lacey I, L.L.C. The Member may change the name of the LLC from time to time.

2. Purpose and Powers. The LLC may carry on any lawful business purpose or activity for which a limited liability company may be organized under the Act. The LLC shall have all power necessary or convenient to the conduct, promotion or attainment of its business, purposes and activities.

3. Registered Office and Agent. The address of the LLC’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of the LLC’s registered agent at such address is The Corporation Trust Company.

4. Member. ElderTrust Operating Limited Partnership is the sole member of the LLC. The address of the Member is 415 McFarlan Road, Suite 202, Kennett Square, Pennsylvania 19348.

5. Management by Member. Responsibility for the management of the business and affairs of the LLC shall be vested in the Member, which shall have all right, power and authority to manage, operate and control the business and affairs of the LLC and to do or cause to be done any and all acts, at the expense of the LLC, deemed by it to be necessary or

convenient to the furtherance of the purpose of the LLC described in this Agreement, and all powers, statutory or otherwise, possessed by members of a limited liability company under the Act. Without limiting the generality of the foregoing, the Member may appoint, remove and replace officers of the LLC at any time and from time to time, and the Member, in its sole discretion, may retain such persons or entities (including any person or entity in which the Member shall have an interest or of which the Member is an affiliate) as it shall determine to provide services to or on behalf of the LLC for such compensation as the Member deems appropriate. The Member is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the Certificate and any amendments or restatements thereof required by law.

6. Term. The life of the LLC shall be perpetual; provided, however, that the LLC shall dissolve, and its affairs shall be wound up at the election of the Member or upon the occurrence of an event of dissolution under the Act; provided, further, however, that upon the occurrence of an event of dissolution under the Act, the Member may elect to continue the LLC to the extent permitted under the Act.

7. Capital Contributions. As of the date of this Agreement, the Member has made an initial contribution to the capital of the LLC as set forth on Exhibit A. Except to the extent required under the Act, the Member shall not be required to make any additional contributions to the capital of the LLC.

8. Limitation on Liability; Indemnification.

a) Except as otherwise provided in the Act, the debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC. None of the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC, shall be obligated personally for any debt, obligation or liability of the LLC solely by reason of the fact that he, she or it (i) is or was such Member, partner in the Member or officer, trustee, director, employee or agent of any partner in the Member, or officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, partner, venturer, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, sole proprietorship, trust, employee benefit plan or other enterprise. The failure of the LLC to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC, for any liabilities of the LLC.

b) The LLC shall indemnify and hold harmless the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC (individually, in each case, an “Indemnitee”), to the fullest extent permitted by law from and

- 2 -

against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether threatened, pending or completed and whether civil, criminal, administrative, arbitrative or investigative, including, without limitation, any appeal to any such claim, demand, action, suit or proceeding and any inquiry or investigation that could lead to such claim, demand, action, suit or proceeding, arising out of or incidental to the business or activities of or relating to the LLC and in which any such Indemnitee may be, or may have been, involved, or threatened to be involved, as a party or otherwise, by reason of the fact that he, she or it (i) is or was the Member, a partner in the Member or an officer, trustee, director, employee or agent of any partner in the Member, or an officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, to the fullest extent permitted under the Act, as the same exists or may hereafter be amended, regardless of whether the Indemnitee continues to be the Member, a partner in the Member or an officer, trustee, director, employee or agent of any partner in the Member, or an officer, employee or agent of the LLC, at the time any such liability or expense is paid or incurred; provided, however, that this provision shall not eliminate or limit the liability of an Indemnitee (i) for any breach of the Indemnitee’s duty of loyalty to the LLC or its Member or (ii) for acts or omissions which involve intentional misconduct, gross negligence or a knowing violation of law. Any right of an Indemnitee under this Section 8 shall be a contract right and as such shall run to the benefit of such Indemnitee. Any repeal or amendment of this Section 8 shall be prospective only and shall not limit the rights of any such Indemnitee or the obligations of the LLC with respect to any claim arising from or related to the status or the services of such Indemnitee in any of the foregoing capacities prior to any such repeal or amendment to this Section 8. Such right shall include the right to be paid by the LLC expenses incurred in investigating or defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Act, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the LLC within sixty (60) days after a written claim has been received by the LLC, the claimant may at any time thereafter bring suit against the LLC to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under the Act, but the burden of proving such defense shall be on the LLC. Neither the failure of the LLC to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the Indemnitee is permissible in the circumstances nor an actual determination by the LLC that such indemnification or advancement is not permissible shall be a defense to the action or create a

- 3 -

presumption that such indemnification or advancement is not permissible. In the event of the death of any Indemnitee, such right shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights conferred above shall not be exclusive of any other right which any Indemnitee may have or hereafter acquire under any statute, resolution, agreement or otherwise. If authorized by the Member, the LLC may purchase and maintain insurance on behalf of any Indemnitee to the full extent permitted by the Act.

9. Distributions. The Member from time to time, in its sole discretion, shall determine the amount of cash and other property of the LLC that is not reasonably necessary for the operation of the LLC and is available for distribution to the Member and shall cause the LLC to distribute such cash and property to the Member, subject to the Act.

10. Assignment of Interest. The Member from time to time may assign or transfer all or any part of its interest in the LLC, including granting security interests in such interest.

11. Winding Up and Distribution Upon Dissolution. Upon dissolution of the LLC, the Member shall wind up the business and affairs of the LLC and shall cause all property and assets of the LLC to be distributed as follows:

a) first, all of the LLC’s debts, liabilities and obligations, including any loans or advances from the Member, shall be paid in full or reserves therefor shall be set aside; and

b) any remaining assets shall be distributed to the Member.

12. Amendments. The Member and the LLC may at any time and from time to time amend this Agreement by executing a written amendment signed by authorized representatives of both parties.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (but not including the choice of law rules thereof), including, without limitation, the Act.

- 4 -

IN WITNESS WHEREOF, the LLC and the Member have executed this Agreement as of the date first set forth above.

LLC:
ET SUB-LACEY I, L.L.C.
By:	ElderTrust Operating Limited Partnership,
	Sole Member
	By:	ElderTrust, General Partner
		By:	/s/ D. Lee McCreary, Jr.
		Name:	D. Lee McCreary, Jr.
		Title:	Vice President and Secretary
MEMBER:
ELDERTRUST OPERATING LIMITED PARTNERSHIP
By:	ElderTrust, General Partner
	By:	/s/ D. Lee McCreary, Jr.
	Name:	D. Lee McCreary, Jr.
	Title:	Vice President and Secretary

- 5 -

EXHIBIT A

[INTENTIONALLY OMITTED]

EX-3.18.1

Exhibit 3.18.1

CERTIFICATE OF LIMITED PARTNERSHIP

OF

ET SUB-LEHIGH LIMITED PARTNERSHIP

THE UNDERSIGNED, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, Delaware Code Annotated, Title 6, Chapter 17, does hereby certify as follows:

FIRST:	The name of the limited partnership is ET Sub-Lehigh Limited Partnership (the “Limited Partnership”).
SECOND:	The name and address of the registered agent is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.
THIRD:	The name and mailing address of the general partner is ET Lehigh LLC, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of ET Sub-Lehigh Limited Partnership as of January 24, 2001.

BY:	ET LEHIGH, LLC
	By:	ElderTrust Operating Limited Partnership, Authorized Agent
		By:	ElderTrust, General Partner
			By:	/s/ D. Lee McCreary, Jr.
				D. Lee McCreary, Jr.
				President and Chief Executive Officer

EX-3.18.2

Exhibit 3.18.2

AGREEMENT OF LIMITED PARTNERSHIP

OF

ET SUB-LEHIGH LIMITED PARTNERSHIP

A Delaware Limited Partnership

TABLE OF CONTENTS

			Page
ARTICLE 1. DEFINITIONS			4
ARTICLE 2. FORMATION, PURPOSES AND DURATION			7
2.1	Formation		7
2.2	Name		7
2.3	Purpose		7
2.4	Place of Business		7
2.5	Term		7
2.6	Registered Agent and Office		7
2.7	Qualification		7
ARTICLE 3. CAPITAL CONTRIBUTIONS			8
3.1	Initial Capital Contributions and Percentages		8
3.2	No Interest on Capital		8
3.3	Withdrawal of Capital		8
ARTICLE 4. DISTRIBUTIONS AND ALLOCATIONS			8
4.1	Distributions		8
4.2	Allocation of Income and Losses		8
4.3	Income Tax Classification		8
ARTICLE 5. ACCOUNTING AND RECORDS			9
5.1	Books and Records		9
	5.1.1	Maintenance	9
	5.1.2	Recordkeeping	9
	5.1.3	Method of Accounting	9
5.2	Accounts and Accounting		10
	5.2.1	Capital Accounts	10
	5.2.2	Account Balances	10
5.3	Basis Information		10
5.4	Fiscal Periods		10
5.5	Reports		10
ARTICLE 6. POWERS AND DUTIES OF PARTNERS			10
6.1	General Partner Power and Authority		10
6.2	Tax Matters Partner		10
	6.2.1	Tax Matters Partner	10
	6.2.2	Indemnification	11
6.3	Reimbursement of Costs		11
6.4	Limited Partners		11
	6.4.1	No Management Rights	11

- 2 -

	6.4.2	Limited Liability	11
6.5	Indemnification: Reimbursement of Expenses; Insurance		11
ARTICLE 7. TRANSFERS OF INTERESTS; WITHDRAWAL			12
7.1	General Partner Transfers		12
7.2	Limited Partner Transfers		12
7.3	Invalid Transfers		12
7.4	Limited Partner Withdrawal		12
7.5	General Partner Withdrawal		12
	7.5.1	Events of Withdrawal	12
	7.5.2	Voluntary Withdrawal	12
ARTICLE 8. DISSOLUTION, WINDING UP AND TERMINATION			12
8.1	Dissolution		12
8.2	Winding Up and Termination.		13
	8.2.1	Distribution Priority	13
	8.2.2	Continued Validity of Agreement	13
8.3	Liquidation of Assets		13
8.4	Final Accounting		14
ARTICLE 9. GENERAL PROVISIONS			14
9.1	Complete Agreement		14
9.2	Amendments		14
	9.2.1	Conditions to Amendments	14
	9.2.2	Amendments Without Limited Partner Approval	14
	9.2.3	Notice of Proposed Amendments	14
9.3	Notices		14
9.4	Severability		15
9.5	Survival of Rights		15
9.6	Governing Law		15
9.7	Terminology and Construction		15
9.8	Counterparts		15
9.9	Further Assurances		15
9.10	No Third-Party Rights		15
9.11	Loans and Other Transactions with Partners and Affiliates		15

- 3 -

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”).

WITNESSETH:

WHEREAS, the General Partner and the Limited Partner desire to enter into a limited partnership agreement in accordance with the terms and conditions of this Agreement of Limited Partnership (“Agreement”) and the Delaware Revised Uniform Limited Partnership Act for the purposes hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

ARTICLE 1. DEFINITIONS

As used herein the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

1.1 “Act” shall mean the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, as amended from time to time.

1.2 “Additional Capital Contribution” shall mean, with respect to any Partner, the cash and fair market value of other property contributed to the capital of the Partnership by such Partner at any time after formation of the Partnership in accordance with the terms of this Agreement (but not including any Initial Capital Contribution), with respect to the Interest then held by such Partner, but without regard to any distributions made with respect to such Interest.

1.3 “Affiliate” shall mean, with respect to any Person, another Person directly, or indirectly through one or more intermediaries, controls or is controlled by, or under common control with the Person in question. The term “control” as used in the preceding sentence means, with respect to a Person that is a corporation, partnership or limited liability company, the right to exercise, directly or indirectly, more than 50% of the voting rights attributable to the shares of, or other interests in, the controlled corporation, partnership or limited liability company, and, with respect to a Person that is not a corporation, partnership or limited liability company, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled Person.

1.4 “Agreement” shall mean this Agreement of Limited Partnership, as executed, and as amended, modified, supplemented or restated from time to time.

1.5 “Approval” shall mean, as to any Partner, the prior Notice given by such Partner to all other Partners, or as otherwise provided in this Agreement, of the authorization or consent by such Partner to any decision or action taken or to be taken by the Partnership or any Partner hereunder. Reference to Approval of a majority or any specified percentage in Interest of the

- 4 -

Limited Partners at any time shall mean the Approval of Limited Partners whose Interests represent a majority or such specified percentage, of the Interests of all of the Limited Partners set forth on Schedule A.

1.6 “Capital Contribution” shall mean, with respect to any Partner, such Partner’s Initial Capital Contribution and Additional Capital Contributions, if any.

1.7 “Cash Flow” with respect to any Partnership fiscal period shall mean all cash receipts of the Partnership during such fiscal period (other than contributions to Partnership capital or the proceeds of indebtedness used or to be used in the operation of the Partnership’s business) less (i) all Partnership cash disbursements during such fiscal period as the General Partner shall determine in its sole discretion are necessary for the conduct of the Partnership’s business, and (ii) such other reserves established by the General Partner in its sole discretion during such fiscal period for anticipated Partnership expenses or Partnership debt repayments. Cash Flow shall also include any other Partnership funds, including, without limitation, any amounts previously set aside as reserves by the General Partner, no longer deemed by the General Partner necessary for the conduct of the Partnership’s business.

1.8 “Certificate” shall mean a certificate of limited partnership as required by the Act for formation of the Partnership as a limited partnership under the laws of the State of Delaware, as originally executed, and as amended, modified, supplemented or restated from time to time.

1.9 “Code” shall mean the Internal Revenue Code of 1986, as amended, or corresponding provisions of future laws.

1.10 “Dissolution” shall have the meaning given such term in Subsection 8.2.1 hereof.

1.11 “Event of Withdrawal” shall mean, as to any General Partner, any withdrawal event described in the Act occurring with respect to such General Partner.

1.12 “Fiscal Year” shall have the meaning given such term in Section 5.3 hereof.

1.13 “General Partner” is identified in the preamble to this Agreement.

1.14 “General Partner Interest” shall mean the Interest of a General Partner.

1.15 “Income” means for each fiscal period, an amount equal to the Partnership’s taxable income, if any, for such fiscal period, determined in accordance with Section 703(a) of the Code, adjusted by any and all adjustments required to be made in order to determine capital account balances, if any, in compliance with Regulations Section 1.704-1(b).

1.16 “Indemnitee” shall have the meaning given such term in Section 6.5 hereof.

1.17 “Initial Capital Contribution” shall mean, with respect to any Partner, the cash and fair market value of other property actually contributed to the capital of the Partnership by that Partner as set forth on Schedule A pursuant to Section 3.1 hereof upon formation of the Partnership with respect to the Interest then held by such Partner.

- 5 -

1.18 “Interest” or “Partnership Interest” shall mean, when used with reference to any Person, the entire ownership interest of such Person in income, gains, losses, deductions, tax credits, distributions and Partnership assets, and all other rights and obligations of such Person under the terms and provisions of this Agreement and the Act. Reference to a majority or a specified percentage in Interest of the Partners shall mean Partners whose Interests represent a majority or such specified percentage, or, in either case, a greater percentage, of the Percentage Interests of all of the Partners.

1.19 “Limited Partner” shall mean the Limited Partner set forth in the preamble and each limited partner hereunder admitted in the future, unless otherwise indicated.

1.20 “Limited Partner Interest” shall mean the Interest of a Limited Partner.

1.21 “Loss” means, for each fiscal period, an amount equal to the Partnership’s taxable loss, if any, for such fiscal period, determined in accordance with Section 703(a) of the Code, adjusted by any and all adjustments required to be made in order to determine capital account balances, if any, in compliance with Regulations Section 1.704-1(b).

1.22 “Notice” shall mean a written communication given in accordance with the provisions of Section 10.3 hereof.

1.23 “Partner” shall mean any General Partner or any Limited Partner, unless otherwise indicated.

1.24 “Partnership” shall mean the limited partnership formed pursuant to this Agreement.

1.25 “Percentage Interest” shall mean, for each Partner, the percentage set forth on Schedule A, as adjusted from time to time as provided in this Agreement.

1.26 “Person” shall mean any individual, partnership, limited liability company, corporation, trust or other entity, or any government or political subdivision, or any agency, department or instrumentality thereof.

1.27 “Proceeding” shall have the meaning given such term in Section 6.5 hereof.

1.28 “Property” means that certain real property known as Lehigh Commons a/k/a Park Lane Commons at Lehigh, located in Macungie, Pennsylvania, and all buildings and improvements now or hereafter located thereon.

1.29 “Regulations” shall mean the Treasury Regulations promulgated under the Code, as such Treasury Regulations shall be in effect from time to time.

1.30 “Tax Matters Partner” shall have the meaning given such term in Section 6.2.1 hereof.

- 6 -

ARTICLE 2. FORMATION, PURPOSES AND DURATION

2.1 Formation. The Partners hereby agree to constitute themselves a limited partnership pursuant to the Act, effective upon the filing of the Certificate in the office of the Secretary of State of Delaware, solely to carry on the Partnership business and purposes set forth herein. The General Partner shall prepare, execute and file the Certificate in the office of the Secretary of State of Delaware and in such other offices as are required under the Act for formation of the Partnership as a limited partnership thereunder.

2.2 Name. The name of the Partnership shall be ET Sub-Lehigh Limited Partnership. The business of the Partnership shall be conducted solely under such name and all assets of the Partnership shall be held under such name.

2.3 Purpose. The Partnership is organized for the purpose of (i) acquiring, purchasing, selling, exchanging, operating, reconstructing, leasing, assigning, transferring, financing, encumbering and otherwise dealing in or with the Property and any other real property, personal property, equipment, supplies and other items in relation to the purposes stated herein, (ii) doing any and all things permitted by law incident to the foregoing, including, without limitation, borrowing funds, pledging Partnership assets, and dealing with tangible and intangible property of all kinds, (iii) in general, carrying on any other business in connection with the foregoing, or otherwise, and having and exercising all the powers conferred by the laws of the Delaware on limited partnerships, and (iv) transacting any or all lawful business for which a limited partnership may be organized under the laws of Delaware.

2.4 Place of Business. The principal office and place of business of the Partnership shall be located at 101 State Street, suite 100, Kennett Square, Pennsylvania 19348, or at such other place as the General Partner may from time to time designate by Notice given to all of the other Partners.

2.5 Term. The term of the Partnership shall commence upon the filing of the Certificate in the office of the Secretary of State of Delaware, and shall continue thereafter until the Partnership is dissolved, wound up and terminated as provided in this Agreement.

2.6 Registered Agent and Office. The name and address of the registered agent of the Partnership for service of process on the Partnership in Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The address of the registered office of the Partnership in Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The General Partner, in its sole discretion and by Notice given to the other Partners, and without the Approval of any other Partner, may remove the Partnership’s registered agent and appoint a replacement therefor, may change the Partnership’s registered office, and may effect such amendments to the Certificate as are required under the Act to effect and/or evidence the same.

2.7 Qualification. The Partnership shall qualify and register as a foreign limited partnership and shall file assumed name certificates in each jurisdiction where required by reason of the nature of its business, and shall otherwise file such instruments and documents in such public offices in Delaware and in such other jurisdictions as is necessary in order to give effect to

- 7 -

the provisions of this Agreement and to evidence the nature of the Partnership as a limited partnership under the laws of Delaware.

ARTICLE 3. CAPITAL CONTRIBUTIONS

3.1 Initial Capital Contributions and Percentages. The Partners shall make the Initial Capital Contributions and shall have the Percentage Interests set forth on Schedule A_, to this Agreement. At such time from time to time that the General Partner deems it necessary, and without the Approval of any other Partner, the General Partner may make Additional Capital Contributions to the Partnership in such amounts as are determined by the General Partner. The Limited Partner may, but shall not be obligated to, make Additional Capital Contributions to the Partnership. Any Additional Capital Contributions made to the Partnership by a Partner shall, absent agreement to the contrary by all of the Partners, not change or alter the Percentage Interests of the Partners but shall be reflected in the capital account of the contributing Partner or Partners.

3.2 No Interest on Capital. Interest earned on Partnership funds, including contributed capital, shall inure solely to the benefit of the Partnership and no interest shall be paid by the Partnership upon any Capital Contribution to the Partners, or on or with respect to the capital accounts attributable to the Interests held by the Partners, or to any Partner on any undistributed or reinvested income or gains of the Partnership.

3.3 Withdrawal of Capital. Except as expressly provided in this Agreement, no Partner shall be entitled to withdraw any amount of its Capital Contribution nor any amount on account of its capital account, nor shall any Partner receive any distribution from the Partnership, demand or receive any property from the Partnership other than cash, or receive any payments or distributions in respect of its Capital Contributions or capital account or in respect of any undistributed or reinvested income or profits of the Partnership.

ARTICLE 4. DISTRIBUTIONS AND ALLOCATIONS

4.1 Distributions. Within 45 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2000, the Partnership shall make a distribution of Cash Flow for such Fiscal Year to the Partners in proportion to their respective Percentage Interests.

4.2 Allocation of Income and Losses. Income and Losses of the Partnership shall be allocated to the Partners in proportion to their respective Percentage Interests.

4.3 Income Tax Classification. The Partners intend that for federal and state income tax purposes the Partnership is an entity disregarded as separate from the Limited Partner and not an association taxable as a corporation pursuant to Section 7701(a)(2) of the Code and the Regulations promulgated thereunder. The provisions of this Agreement shall be applied and construed in a manner to give full effect to such intent. The Partners shall not file or cause to be filed any election to have the Partnership taxed as a corporation pursuant to Section 7701(a)(2) of the Code. If the Partnership admits additional partners or the General Partner has a member other than the Limited Partner that is considered a partner for federal income tax purposes, the Partners and the Partnership intend that the Partnership will be a partnership for federal and state

- 8 -

tax purposes and the Partners and the Partnership shall take all steps necessary, including amending this Agreement, to ensure that the Partnership complies with the rules applicable to an entity treated as a partnership for federal and state tax purposes.

ARTICLE 5. ACCOUNTING AND RECORDS

5.1 Books and Records.

5.1.1 Maintenance. At all times during the term of this Agreement, the General Partner shall cause accurate books and records of account to be maintained for the Partnership in which shall be entered all matters relating to the business and operations of the Partnership. The Partnership’s books and records shall be maintained at the Partnership’s principal place of business. Each Partner, its authorized representatives, and any supervisory or regulatory authority shall have the right to inspect, examine and copy the books, records, files and other documents of the Partnership during normal business hours at the Partnership’s principal place of business.

5.1.2 Recordkeeping. The General Partner shall maintain at the Partnership’s registered office designated pursuant to Section 2.6 each of the following:

(a) A current list of the full name and last known address of each Partner in alphabetical order, identifying General Partner and Limited Partners;

(b) A copy of the Certificate, as amended or restated, together with executed copies of any powers of attorney pursuant to which any Certificate has been executed;

(c) Copies of the Partnership’s federal, state and local income tax returns and reports, if any, for the 3 most recent years;

(d) Copies of this Agreement, as amended or restated;

(e) Copies of any financial statements of the Partnership for the 3 most recent Fiscal Years; and

(f) Copies of any other instruments or documents reflecting matters required to be in writing pursuant to this Agreement.

5.1.3 Method of Accounting. Partnership books and financial records shall be kept in accordance with the accrual method of accounting and as otherwise may be required by law and generally accepted accounting principles, and shall otherwise be adequate to provide each Partner with all such financial information as such Partner shall reasonably require to satisfy the tax and financial reporting obligations of such Partner. Each Partner shall be entitled to any additional information necessary for the Partner to adjust its financial basis statements to federal income tax basis statements (or vice versa) as the Partner’s individual needs may dictate.

- 9 -

5.2 Accounts and Accounting.

5.2.1 Capital Accounts. There shall be established a capital account for each Partner (a “Capital Account”), which shall be determined and maintained throughout the full term of the Partnership in accordance with the capital accounting rules of Regulation Section 1.704-1(b) from time to time in effect. In no event shall any adjustment in the Capital Contributions or Percentage Interest of any Partner be made on account of any adjustment having been made to the Capital Account of such Partner.

5.2.2 Account Balances. Except as otherwise provided in this Agreement, whenever it becomes necessary to ascertain the balance of any Partner’s Capital Account, such determination shall be made after giving effect to all allocations of Partnership income, gains, losses and deductions for the current year, and all distributions for such year, in each case in respect of transactions effected prior to the date as of which such determination is being made.

5.3 Basis Information. Each Partner shall provide to the Partnership all information for the Partnership to determine the tax basis for federal income tax purposes of its interest in any property contributed to the Partnership.

5.4 Fiscal Periods. The Fiscal Year of the Partnership (“Fiscal Year”) shall be the calendar year, except that the first Fiscal Year shall begin on the date that the Partnership commences and the last Fiscal Year shall end on the date that the Partnership terminates.

5.5 Reports. The General Partner shall, at Partnership expense, provide such financial reports throughout the Fiscal Year as the Partners shall reasonably request to evaluate the Partnership’s business. The books of account for the Partnership shall be closed promptly at the end of each Partnership Fiscal Year.

ARTICLE 6. POWERS AND DUTIES OF PARTNERS

6.1 General Partner Power and Authority. The management and control of the Partnership and its business shall be vested exclusively in the General Partner and the General Partner shall have all of the rights, powers and authority generally conferred under the Act or other applicable law, on behalf and in the name of the Partnership, to carry out any and all of the objects and purposes of the Partnership and to perform all acts and, enter into, perform, negotiate and execute any and all leases, documents, contracts and agreements on behalf of the Partnership that the General Partner, exercising reasonable discretion, deems necessary or desirable (including, without limitation, any mortgage, promissory note or other documents evidencing or securing any loan benefitting the Partnership. The consent or authorization of any Limited Partner shall not be required for any lease, document, contract, agreement, mortgage or promissory note to be the valid and binding obligation of the Partnership.

6.2 Tax Matters Partner.

6.2.1 Tax Matters Partner. The General Partner is designated the tax matters partner (“Tax Matters Partner”) as provided in Section 6231(a)(7) of the Code and corresponding provisions of applicable state law.

- 10 -

6.2.2 Indemnification. The Partnership shall indemnify and reimburse the Tax Matters Partner for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Partners. The payment of all such expenses shall be made before any distributions are made to the Partners hereunder, and before any discretionary reserves are set aside by the General Partner. The taking of any action and the incurring of any expense by the Tax Matters Partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole discretion of the Tax Matters Partner, and the provisions hereof limiting the liability of and providing indemnification for the General Partner shall be fully applicable to the Tax Matters Partner in its capacity as such.

6.3 Reimbursement of Costs. The General Partner shall be entitled to receive from the Partnership out of Partnership funds available therefor (including Capital Contributions of the Limited Partners) reimbursement of all amounts expended by the General Partner in payment out of its own funds on behalf or for the benefit of the Partnership.

6.4 Limited Partners.

6.4.1 No Management Rights. Except in the case of a Limited Partner that is also a General Partner (and then only in its capacity as a General Partner within the scope of its authority hereunder), no Limited Partner shall have any right, power or authority to participate in the control or management of the Partnership’s business or affairs, or to act for or bind the Partnership in any way, such right, power and authority being vested solely in the General Partner. Without limiting the foregoing, no Limited Partner shall have the right or authority to be consulted with respect to investment decisions or other Partnership affairs or to vote on matters other than as set forth in this Agreement.

6.4.2 Limited Liability. Except as expressly provided in this Agreement, by the Act or by other applicable law, no Limited Partner shall have any personal liability whatsoever for any debts, liabilities or other obligations of the Partnership, and the liability of a Limited Partner in connection with the Partnership shall be limited to its obligation to make payment of its Capital Contribution as and to the extent provided in this Agreement.

6.5 Indemnification: Reimbursement of Expenses; Insurance. The Partnership may (a) indemnify to the fullest extent permitted by the Act each Partner, each Partner’s Affiliates, and each Partner’s members, partners and officers (each, an “Indemnitee”) in connection with any threatened, pending or completed action, suit or proceeding (“Proceeding”), any appeal therein, or any inquiry or investigation preliminary thereto, arising in connection with the management or conduct of the business or affairs of the Company or their activities with respect thereto, and (b) pay or reimburse each Indemnitee for expenses incurred by it (1) in advance of the final disposition of a Proceeding to which such Indemnitee was, is or is threatened to be made a party, and (2) in connection with its appearance as a witness or other participation in any Proceeding. The provisions of this Section 6.5 shall not be exclusive of any other right under any law, provision of this Agreement or otherwise. The Partnership may purchase and maintain insurance to protect itself, each Indemnitee and any employee or agent of the Partnership, whether or not the Partnership would have the power to indemnify such person under this Section 6.5. This indemnification obligation shall be limited to the

- 11 -

assets of the Partnership and no Partner shall be required to make a capital contribution in respect thereof.

ARTICLE 7. TRANSFERS OF INTERESTS; WITHDRAWAL

7.1 General Partner Transfers. Except as otherwise provided by law, the General Partner shall not transfer all or any part of its Interest to any Person.

7.2 Limited Partner Transfers. Except as otherwise permitted by law, no Limited Partner shall transfer all or any part of its Interest to any Person (including, without limitation, any transfer of all or any part of its Interest to a Person who becomes an Assignee of a beneficial Interest in the Partnership, although not a Substitute Limited Partner) without the consent of the General Partner, which consent may be withheld by the General Partner in its sole discretion.

7.3 Invalid Transfers. Any purported transfer of a Partner Interest made in violation of Article 7 hereof shall be null and void as against the Partnership.

7.4 Limited Partner Withdrawal. No Limited Partner may withdraw as a Partner, nor may a Limited Partner be required to withdraw as a Partner, prior to Dissolution, liquidation, winding-up and termination of the Partnership and its business. The substitution, death, insanity, dissolution (whether voluntary or involuntary), merger, bankruptcy or other change in the ownership or nature of a Limited Partner shall not effect a Dissolution of the Partnership or otherwise affect the Partnership’s existence.

7.5 General Partner Withdrawal.

7.5.1 Events of Withdrawal. Upon the occurrence of an Event of Withdrawal with respect to the General Partner, the Partnership shall dissolve unless, within 90 days after the occurrence thereof, the Limited Partners all agree in writing to continue the Partnership business and to the appointment of one or more Persons as General Partner(s).

7.5.2 Voluntary Withdrawal. The General Partner may not withdraw as a Partner prior to Dissolution, liquidation, winding-up and termination of the Partnership and its business.

ARTICLE 8. DISSOLUTION, WINDING UP AND TERMINATION

8.1 Dissolution. The Partnership shall dissolve upon the occurrence of any of the following events:

(a) Upon Approval of the General Partner and a majority in Interest of the Limited Partners to dissolve the Partnership;

(b) Upon the sale, transfer or distribution of all or substantially all of the Partnership’s assets;

(c) Upon the occurrence of an Event of Withdrawal of the General Partner; or

- 12 -

(d) The entry of a decree of judicial dissolution under the Act by a court of competent jurisdiction.

Notwithstanding the foregoing or anything else in this Agreement, upon Dissolution the Partnership may remain in existence for up to two years after the end of the Fiscal Year during which Dissolution occurs to permit an orderly winding-up of the Partnership’s business and affairs.

8.2 Winding Up and Termination.

8.2.1 Distribution Priority. Upon the dissolution of the Partnership as provided in Section 8.1 hereof (“Dissolution”), the Partnership assets shall be liquidated (except as permitted by Section 8.3 hereof) and the affairs of the Partnership shall be wound up and terminated by the General Partner or, if there is no General Partner, by a liquidating trustee selected by a majority in Interest of the Limited Partners. Upon completion of such liquidation and winding up, but not later than two years after the end of the Fiscal Year during which Dissolution occurs, and after taking into account all capital account adjustments and allocations of income, gains, losses and deductions for the Partnership taxable year during which Dissolution occurs, including, without limitation, the allocation of all income, gains, losses and deductions pursuant to Article 4 hereof that would arise if all Partnership assets to be distributed in kind were sold for their fair market values, the assets of the Partnership shall be liquidated and disposed of and distributed as follows:

(a) First, to the payment of debts and liabilities of the Partnership and expenses of the liquidation and winding up;

(b) Second, to the setting up of any reserves (to be held in a special interest-bearing account) which the General Partner or the liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership; provided, however, that at the expiration of such time as the General Partner or such trustee shall deem advisable (not to exceed two (2) years from the event which caused Dissolution, except in the case of any litigation matter where the length of time such reserves are maintained shall be determined by the General Partner or the liquidating trustee in its sole discretion), the balance of such reserves remaining after payment of such contingent liabilities shall be distributed in the manner set forth in Subsection 8.2.1(c);

(c) Third, the balance in proportion to the positive balances in the Partners’ capital accounts.

8.2.2 Continued Validity of Agreement. Notwithstanding any Dissolution of the Partnership, prior to such time as the Partnership shall be terminated as provided herein the Partnership’s business and the affairs of the Partners, as such, shall continue to be governed by this Agreement.

8.3 Liquidation of Assets. Notwithstanding the provisions of Section 8.2, if the General Partner or the liquidating trustee shall determine that an immediate sale of all or part of the Partnership assets would cause undue loss to the Partners, then the General Partner or the

- 13 -

liquidating trustee may notify the Partners or their representatives of such fact and, to avoid such loss, may defer liquidation of and withhold from distribution for a reasonable time any assets of the Partnership not required to satisfy the Partnership’s debts and obligations, or may distribute the Partnership’s assets to the Partners in kind. The General Partner or the liquidating trustee may not so defer liquidation and distribution of Partnership assets, however, to the extent prohibited by the laws of any jurisdiction in which the Partnership is then formed or qualified.

8.4 Final Accounting. The General Partner or the liquidating trustee shall provide to each Partner a financial statement setting forth the assets and liabilities of the Partnership as of the date of Dissolution and all income, gains, losses and deductions realized by the Partnership upon completion of the liquidation of Partnership assets. Upon compliance by the General Partner or the liquidating trustee, as applicable, with the foregoing distribution plan, the General Partner or liquidating trustee shall take such steps as are required under the Act to cancel the Certificate, upon the completion of which the Partnership shall terminate and the Partners shall cease to be such.

ARTICLE 9. GENERAL PROVISIONS

9.1 Complete Agreement. This Agreement (including Schedule A), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof, and supersedes all agreements, representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter hereof and thereof. No party hereto shall be bound by or charged with any oral or written agreements, representations, warranties, statements, promises or understandings not specifically set forth in this Agreement (including Schedule A and all exhibits). The terms of this Agreement supersede any description of the Partnership appearing in any other document.

9.2 Amendments.

9.2.1 Conditions to Amendments. This Agreement may be amended in whole or in part only with the Approval of the General Partner and a majority in Interest of the Limited Partners.

9.2.2 Amendments Without Limited Partner Approval. The General Partner, without the Approval of any other Partner, may amend Schedule A and may make such other amendments to the Certificate as are required to accurately reflect the names, addresses and Capital Contributions of the Partners and the admission to the Partnership of any Person in accordance with the terms of this Agreement, whether as a General Partner or a Limited Partner.

9.2.3 Notice of Proposed Amendments. The General Partner shall give Notice to each other Partner of any proposed amendment, which Notice shall set forth the text of the proposed amendment.

9.3 Notices. All Notices to the Partners under this Agreement shall be in writing and shall be (i) delivered by personal service, (ii) delivered by courier service, (iii) telecopied or (iv) sent by certified or registered mail, postage prepaid, return receipt requested, to the Partners at the addresses and fax numbers set forth on Schedule A. Except as otherwise expressly set

- 14 -

forth herein, each Notice shall be effectively given when delivered at the address or fax number set forth on Schedule A. Any Notice given by telecopier, facsimile or similar means shall be confirmed by hard copy delivered as soon as possible. Rejection or other refusal to accept a Notice or the inability to deliver a Notice because of a changed address or fax number of which no Notice was given as provided herein shall be deemed to be receipt of the Notice sent. By giving to the other parties Notice thereof, the parties hereto and their respective permitted successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addressees or addresses for Notices, and each shall have the right to specify as its address for Notices any other address within the United States of America.

9.4 Severability. In the event that any provision of this Agreement shall be held to be invalid or unenforceable, the same shall not affect in any respect whatsoever the validity or enforceability of the remainder of this Agreement.

9.5 Survival of Rights. Except as provided herein to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties signatory hereto, and their respective permitted successors and assigns.

9.6 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of Delaware, without regard to its conflict of law principles; provided that nothing contained herein shall be deemed to limit a party instituting legal proceedings hereunder to any single venue.

9.7 Terminology and Construction. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. Titles of Articles, Sections and Subsections are for convenience only, and neither limit nor amplify the provisions of this Agreement. All references herein to Articles, Sections, Subsections, clauses and schedules should be deemed references to such parts of this Agreement unless the context otherwise requires.

9.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same agreement.

9.9 Further Assurances. Each party hereto agrees to do all acts and things, and to make, execute and deliver such written instruments, as shall from time to time be reasonably required to carry out the terms and provisions of this Agreement.

9.10 No Third-Party Rights. This Agreement shall not (directly, indirectly, contingently or otherwise) confer or be construed as conferring any rights or benefits on any Person that is not named a Partner hereunder.

9.11 Loans and Other Transactions with Partners and Affiliates. From time to time, the Partnership may enter into transactions with, or borrow funds from, a Partner or Affiliate. As a material consideration and inducement for entering into a transaction with, or making a loan to, the Partnership, it is agreed that the Partner or Affiliate, and their respective successors and

- 15 -

assigns, or any person, firm or entity acting on behalf of, or on the directions of, such Partner or Affiliate, involved in such transaction or loan, may, at any time and for any reason, exercise and enforce any and all provisions, rights and remedies provided for in the underlying legal documents or available at law or in equity, for such transaction or loan, including, but not limited to, foreclosing on any property of the Partnership pledged as collateral for a loan, initiating adversarial legal proceedings against the Partnership, or taking any other actions which could have an adverse effect on the Partnership or its other Partners or their respective Affiliates. The exercise or enforcement of any such provisions, rights or remedies shall not, under any circumstances, be construed as a breach of any fiduciary duty, legal, equitable or otherwise, owed by the Partner or Affiliate to the Partnership or it Partners or their respective Affiliates, it being expressly understood by all that such provisions, rights and remedies may be exercised and enforced to the fullest extent permitted by applicable law. Neither the Partnership or its Partners or their respective Affiliates shall be entitled to defend against the exercise or enforcement of any such provisions, rights and remedies on any ground relating, directly or indirectly, to the fact that the Partner has an ownership interest in the Partnership or that the Affiliate is affiliated with a Partner of the Partnership. If the Partnership, any Partner or any Affiliate violates or seeks to violate the provisions of this Section by raising such a defense, then, in addition to any other rights available at law or in equity, the defending party shall have the right to plead the provisions of this Section as a waiver, estoppel or other appropriate response or defense to any conflicting allegation or contention.

- 16 -

IN WITNESS WHEREOF, the undersigned have executed this Agreement of Limited Partnership as of the day and year first above written.

GENERAL PARTNER:
ET LEHIGH, LLC
	By:	ElderTrust Operating Limited Partnership, Its Managing Member
		By:	/s/ D. Lee McCreary, Jr.
			D. Lee McCreary, Jr. President and Chief Executive Officer
LIMITED PARTNER:
ELDERTRUST OPERATING LIMITED PARTNERSHIP
By:		ElderTrust, Its General Partner
		By:	/s/ D. Lee McCreary, Jr.
			D. Lee McCreary, Jr. President and Chief Executive Officer

- 17 -

SCHEDULE A

[INTENTIONALLY OMITTED]

- 18 -

EX-3.19.1

Exhibit 3.19.1

CERTIFICATE OF FORMATION

OF

ET COQUINA I, L.L.C.

1. NAME

The name of the limited liability company is ET Coquina I, L.L.C. (the “LLC”).

2. REGISTERED OFFICE AND AGENT

The address of the LLC’s registered office in the State of Delawaxe is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the LLC’s registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of ET Coquina I, L.L.C. this 17th day of December, 1998.

By:	ElderTrust Operating Limited
	Partnership, authorized agent
	By:	ElderTrust, general partner
		By:	/s/ D. Lee McCreary, Jr.
			D. Lee McCreary, Jr.
			Senior Vice President
			and Secretary

EX-3.19.2

Exhibit 3.19.2

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION

OF

ET COQUINA I, L.L.C.

It is hereby certified that:

1. The name of the limited liability company (the “Limited Liability Company”) is ET Coquina I, L.L.C.

2. The certificate of formation of the Limited Liability Company is hereby amended by striking out Article 1 and by substituting in lieu thereof the following new Article l:

“1. The name of the Limited Liability Company is ET Lehigh, LLC (the “LLC”)”.

3. The effective time of the amendment herein certified shall be upon the acceptance of this certificate of amendment by the Secretary of State of the State of Delaware.

Executed on January 24, 2001

ET COQUINA I, L.L.C.
BY:	EdlerTrust Operating Limited Partnership,
	Authorized Agent
	By:	ElderTrust, General Partner
		By:	/s/ D. Lee McCreary, Jr.
			D. Lee McCreary, Jr.
			President and Chief Executive Officer

EX-3.19.3

Exhibit 3.19.3

LIMITED LIABILITY COMPANY AGREEMENT

OF

ET LEHIGH, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ET LEHIGH, LLC (the “Company”), dated and effective as of the 24^th 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.

RECITALS

1. WHEREAS, ELDERTRUST OPERATING LIMITED PARTNERSHIP (“Member”) is the only member of the Company.

2. WHEREAS, the Member desires that this Agreement be, and hereby is, the sole governing document of the Company.

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act: “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Affiliate: “Affiliate” of another Person shall mean any Person directly or indirectly controlling, controlled by, or under common control with, such other Person.

Agreement: “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Asset Transfer Agreement: “Asset Transfer Agreement” shall mean that certain Asset Transfer Agreement, by and between Lehigh Nursing Homes,. Inc. and ET Sub-Lehigh Limited Partnership.

Bankruptcy: “Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceeding, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks,

consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. With respect to the Members, the foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

Code: “Code” shall mean the Internal Revenue Code of 1986, as amended.

Company: “Company” shall mean ET LEHIGH, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Dispose, Disposing or Disposition: “Dispose,” “Disposing” or “Disposition” shall mean a sale, assignment, transfer, exchange, mortgage, pledge, grant of a security interest, or other disposition or encumbrance (including, without limitation, by operation of law), or any act thereof.

Independent Director: “Independent Director” shall mean a natural person serving on the board of directors of the Independent Member who is not at the time of admission and has not been at any time during the preceding five (5) years: (i) a stockholder, director, officer, employee or partner of the Company, ElderTrust Operating Limited Partnership or any Affiliate of either of them; (ii) a person having any direct financial interest in the Company, or in any Affiliate of the Company; (iii) a customer, supplier or other person who derives more than 10% of its purchases or revenues from its activities with the Company, ElderTrust Operating Limited Partnership or any Affiliate of either of them; (iv) a person controlling or under common control with any such stockholder, director, officer, employee, partner, customer, supplier or other person; or (v) a member of the immediate family of any such stockholder, director, officer, employee, partner, customer, supplier or other person. As used herein, the following term shall have the following meanings: “control^” means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a person or entity, whether through ownership of voting securities, by contract or otherwise; “person” means a natural person, corporation or other entity, government, or political subdivision, agency, or instrumentality of a government. Notwithstanding the foregoing, an Independent Director may serve in similar capacities for other “special purpose” entities formed by ElderTrust Operating Limited Partnership or any Affiliate thereof.

Independent Member: “Independent Member” shall mean a member of the Company who is not at the time of admission and has not been at any time during the preceding five (5) years: (i) a stockholder, director, officer, employee or partner of the Company, a Member, ElderTrust Operating Limited Partnership or any Affiliate of any of them; (ii) a person having any direct financial interest in the Company, or in any Affiliate of the Company; (iii) a customer, supplier or other person who derives more than 10% of its purchases or revenues from its activities with the Company, ElderTrust Operating Limited Partnership or any Affiliate of any of

-2-

them; (iv) a person controlling or under common control with any such stockholder, director, officer, employee, partner, customer, supplier or other person; or (v) a member of the immediate family of any such stockholder, director, officer, employee, partner, customer, supplier or other person. As used herein, the following term shall have the following meanings: “control” means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a person or entity, whether through ownership of voting securities, by contract or otherwise; “person” means a natural person, corporation or other entity, government, or political subdivision, agency, or instrumentality of a government. The Independent Member shall, in addition to the foregoing, be an entity managed by a board of directors that has two Independent Directors. Notwithstanding the foregoing, an Independent Member may serve in similar capacities for other “special purpose” entities formed by ElderTrust Operating Limited Partnership or any Affiliate thereof.

Lease Agreement: “Lease Agreement” shall mean that certain Lease Agreement, by and between Lehigh Nursing Homes, Inc., as Tenant, and ET Sub-Lehigh Limited Partnership, as Landlord.

Managing Member: “Managing Member” shall mean ElderTrust Operating Limited Partnership and any successor Managing Member appointed pursuant to this Agreement, each in its capacity as a managing member of the Company.

Member: “Member” shall mean ElderTrust Operating Limited Partnership and any Person hereafter admitted to the Company as a member of the Company as provided in this Agreement, each in its capacity as a member of the Company.

Membership Interest: “Membership Interest” shall mean the limited liability company interest of a Member in the Company, including, without limitation, rights in the capital of the Company, rights to receive distributions (liquidating or otherwise) and allocations of profits and losses. A Member’s Membership Interest shall be expressed as a percentage which shall equal the ratio that the value of the capital contributions made by such Member bears to the capital contributions of all Members.

Obligations: “Obligations” shall mean the indebtedness, liabilities and obligations of the Company under or in connection with this Agreement, the Lease Agreement, the Asset Transfer Agreement or any related document, including, without limitation, any agreement amending, modifying or replacing the aforementioned documents, in effect as of any date of determination.

Person: “Person” shall have the meaning given that term in Section 18-101(12) of the Act.

ARTICLE II

ORGANIZATION

Section 2.1 Formation. The parties hereto execute this Agreement for the purpose of setting forth their rights and obligations.

-3-

Section 2.2 Certificate of Formation; Foreign Qualification. The Certificate of Formation of the Company was filed of record in the office of the Secretary of State of the State of Delaware on the 18th day of December, 1998, and was amended by the Certificate of Amendment to Certificate of Formation which was filed with the State of Delaware on the 24^th day of January, 2001, in accordance with the Act. Prior to the Company’s conducting business in any jurisdiction other than the State of Delaware, the Managing Member of the Company shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Managing Member, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction. At the request of the Managing Member of the Company, each Member shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue and terminate the qualification of the Company as a foreign limited liability company in all such jurisdictions in which the Company may conduct business. The Managing Member, John H. Haas and D. Lee McCreary, Jr. are each hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware.

Section 2.3 No State Law Partnership, Liability to Third Parties. The Member intends that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purpose other than federal and state tax purposes, and that this Agreement not be construed to suggest otherwise. Except as otherwise specifically provided in the Act, no Member shall be liable for the debts, obligations or liabilities of the Company or any other Member, including under a judgment, decree or order of a court. The Member intends that for federal and state income tax purposes the Company is an entity disregarded as separate from the Member and not an association taxable as a corporation pursuant to Section 7701(a)(2) of the Code and the Regulations promulgated thereunder. The provisions of this Agreement shall be applied and construed in a manner to give full effect to such intent. The Member shall not file or cause to be filed any election to have the Company taxed as a corporation pursuant to Section 7701(a)(2) of the Code. If the Company has more than one Member, then to the extent more than one Member is considered a partner for federal income tax purposes, the Company intends to be a partnership for federal and state tax purposes and the Member and the Company shall take all steps necessary, including amending this Agreement, to ensure that the Company complies with the rules applicable to an entity treated as a partnership for federal and state tax purposes.

ARTICLE III

PURPOSES AND POWERS, PRINCIPAL OFFICE, REGISTERED

AGENT AND REGISTERED OFFICE, AND PERIOD OF DURATION

Section 3.1 Purposes and Powers. The nature of business or purposes to be conducted or promoted by the Company is limited to the following activities:

(a) to acquire a membership interest in and act as the general partner of ET Sub-Lehigh Limited Partnership (the “Partnership”) which is engaged solely in the ownership, operation and maintenance of the real estate project known as Lehigh Commons a/k/a Park Lane Commons at Lehigh located in Macungie, Pennsylvania (the “Property”) acquired in connection with the Asset Purchase Agreement, pursuant to and in accordance with this Agreement and the Partnership’s Agreement of Limited Partnership; and

-4-

(b) to engage in any activity and exercise any powers permitted by the Act that are related or incidental to the foregoing and necessary, convenient or advisable to accomplish the foregoing, including the management of the Property pursuant to, among other things, the Lease Agreement.

So long as any Obligation is outstanding, the purposes of the Company shall not be amended, modified or supplemented in any respect. The Company shall not engage in any activities other than as permitted by this Section 3.1.

Section 3.2 Principal Office. The initial principal office of the Company is located at 101 East State Street, Suite 100, Kennett Square, Pennsylvania, 19348. The principal office of the Company may be relocated from time to time by determination of the Managing Member.

Section 3.3 Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

Section 3.4 Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

ARTICLE IV

MEMBERSHIP AND DISPOSITIONS OF INTERESTS

Section 4.1 Members. Upon execution of this Agreement, ElderTrust Operating Limited Partnership is hereby admitted as a member of the Company. ElderTrust Operating Limited Partnership’s Membership Interest shall be (and so long as any Obligation is outstanding, shall remain) one hundred percent (100%).

Section 4.2 Admission of Independent Member. Notwithstanding anything else to the contrary herein, after the formation of the Company and in accordance with Section 18-301(d) of the Act, the Managing Member may issue an Independent Member Membership Interest equal to (and so long as any Obligation is outstanding, shall remain) zero (0%). The Independent Member, if any, is a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301(d) of the Act, the Independent Member, if any, shall not be required to make a capital contribution to the Company and shall not receive a limited liability company interest in

-5-

the Company. The Independent Member, if any, may not bind the Company, and the Independent Member, if any, shall have no voting rights other than those expressly granted in this Agreement or as required by any mandatory provision of the Act.

Section 4.3 Elimination of Preemptive Rights. No Member shall be entitled as such, as a matter of right, to subscribe for or purchase interests in the Company of any class, now or hereafter authorized.

Section 4.4 Resignation. Except as otherwise provided in this Agreement, a Member does not have the right or power to resign from the Company as a Member.

Section 4.5 Restriction on the Disposition of the Membership Interest. Except as otherwise expressly set forth in this Agreement, no Member shall Dispose of all or any part of its Membership Interest. The Company shall not recognize, for any purpose, any purported Disposition of all or part of the Member’s Membership Interest or any right or interest appertaining thereto.

Section 4.6 Bankruptcy of the Member. Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member shall not cause such Member to cease to be a member of the Company and, upon the occurrence of such an event, the business of the Company shall continue without dissolution.

ARTICLE V

CAPITAL CONTRIBUTIONS

Section 5.1 Initial Capital. The Managing Member has contributed cash or property of an agreed value as set forth in the books and records of the Company.

Section 5.2 Additional Contributions. No Member is required to make any additional capital contribution to the Company. A Member (other than the Independent Member, if any) may make additional capital contributions to the Company at any time upon the written consent of such Member. The provisions of this Agreement, including this Section 5.2, are intended solely to benefit the Members and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and no Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

Section 5.3 Return of Contributions. A Member is not entitled to demand the return of any part of its capital contribution, if any, or to payment of interest in respect of either its capital account, if any, or its capital contribution, if any. Except as otherwise expressly set forth in this Agreement, neither the Company nor any Member has any obligation to return the capital contribution of a Member.

-6-

ARTICLE VI

PROFITS, LOSSES, ACCOUNTING, TAXES AND DISTRIBUTION

Section 6.1 Allocation of Profits and Losses; Distributions. The Company’s profits and losses shall be allocated to the Managing Member. Distributions shall be made to the Managing Member at the times and in the aggregate amounts determined by the Managing Member. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or any other applicable law. If the Company is intended to be classified as a partnership for federal and state income tax purposes, then prior to the admission of additional members who will be considered partners for federal and state income tax purposes, the Members shall provide (through amendment to this Agreement or otherwise) for the allocation of the Company’s net income and net loss for any taxable year among the Members in proportion to their Membership Interests; provided that such allocation shall be in accordance with the Code and Regulations thereunder (including, without limitation, Section 704(c) of the Code and the Regulations thereunder).

Section 6.2 Books; Fiscal Year; Accounting Terms.

(a) The books of the Company shall be kept on the accrual basis and in accordance with generally accepted accounting principles consistently applied.

(b) The fiscal year of the Company for financial and tax reporting purposes shall end on December 31st of each year, unless otherwise required by law.

Section 6.3 Elections. The Company or the Managing Member on behalf of the Company shall not make an election to be treated as an association taxable as a corporation for U.S. federal income tax purposes or under state or local law.

ARTICLE VII

MANAGEMENT, LIABILITY OF MEMBERS,

RIGHTS TO OBTAIN INFORMATION

Section 7.1 Managing Member. Except as otherwise specifically provided in this Agreement, the Managing Member shall have the authority to, and shall, conduct the affairs of the Company. Notwithstanding anything in this Agreement to the contrary, the Company, and the Managing Member or any officer of the Company on behalf of the Company, is hereby authorized to enter into and perform the Asset Purchase Agreement and the Lease Agreement and any agreement or other document necessary, incidental to or contemplated by the foregoing, and any amendment or supplement to such agreements, without any further act, vote or approval of any Person. The foregoing authorization shall not be deemed a restriction on the power of the Company, and the Managing Member or any officer of the Company, on behalf of the Company to enter into other agreements.

Section 7.2 Independent Member. The Independent Member, if any, shall have the authority set forth in this Agreement. Upon the termination of Asset Purchase Agreement and

-7-

the Lease Agreement and the repayment of all outstanding Obligations, the Independent Member, if any, shall automatically resign from the Company.

Section 7.3 Action by Independent Member. (a) So long as any Obligation is outstanding, the Company, and any Member or other Person on behalf of the Company, may take the following actions only with the unanimous approval of the Members, including the approval of the Independent Member, if any (including with respect to the Independent Member, the approval of its two Independent Directors):

(i) make an assignment for the benefit of creditors on behalf of Company or any Affiliate of Company;

(ii) file a voluntary petition in bankruptcy or make or commence an insolvency filing or proceeding or any similar filing or proceeding on behalf of Company or any Affiliate of Company;

(iii) file a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation on behalf of Company or any Affiliate of Company;

(iv) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Company or any Affiliate of Company in any proceeding of the type described in subclauses (i) through (iii) of this Subsection (a);

(v) seek, consent to, or acquiesce in the appointment of a trustee, receiver or liquidator of the Company or any Affiliate of Company or of all or any substantial part of the Company’s properties or any Company Affiliate’s properties;

(vi) amend this Agreement;

(vii) to the fullest extent permitted by law, voluntarily dissolve and wind up, or consolidate or merge the Company or any Affiliate of Company or sell all or substantially all of the assets of the Company or any Affiliate of Company;

(viii) admit in writing Company’s or any Affiliate of Company’s inability to pay its debts generally as they become due or take any action in furtherance of the foregoing; or

(ix) engage in any business activity not set forth in Section 3.1 of this Agreement.

To the fullest extent permitted by law, the Independent Member, if any, shall not be guilty of breaching any fiduciary duty to any other Member by refusing to consent to any of the above listed actions.

(b) Notwithstanding anything in this Agreement, so long as any Obligation is outstanding (i) the Company may not take any of the actions set forth in subsections (vii) or (ix)

-8-

of Subparagraph (a) of this Section and (ii) Sections 3.1, 4.6, 7.1, 7.2, 7.3 and 8.1 and Article IX and Article XI of this Agreement may not be amended.

Section 7.4 Officers.

(a) The Company shall have an officer designated as the Company’s President who shall be appointed from time to time by the Managing Member. The President shall be the chief operating officer of the Company. The President of the Company is hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business. The President of the Company shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company. Other primary management functions of the Company shall be assigned by the Managing Member.

(b) The Company also may have officers designated as vice presidents who shall be appointed from time to time by the Managing Member. The vice presidents shall have such powers and duties as may from time to time be assigned to them by the Managing Member or the President. At the request of the President, or in the case of his absence or disability, the vice president designated by the President (or in the absence of such designation, the vice president designated by the Managing Member) shall perform all the duties of the president and when so acting, shall have all the powers of the President. The initial officers of the Company are D. Lee McCreary, Jr., President and John H. Haas, Vice President and Treasurer.

(c) The Managing Member may appoint such other officers as it may deem advisable from time to time. Each officer of the Company shall hold office at the pleasure of the Managing Member, and the Managing Member may remove any officer at any time, with or without cause. If appointed by the Managing Member the officers shall have the duties assigned to them by the Managing Member.

Section 7.5 Indemnification.

(a) General. Except as otherwise provided in this Section 7.5, the Company shall indemnify the Members and the officers of the Company and may indemnify any employee or agent of the Company who was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative and whether formal or informal) other than an action by or in the right of the Company, where such Person is a party because such Person is or was a Member, officer, employee, or agent of the Company. Except as otherwise provided in this Section 7.5, the Company shall indemnify its Members against expenses, including, attorney fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Members in connection with an action, suit or proceeding relating to acts or omissions of that Person regarding the items set forth in Section 7.3(b) of this Agreement.

(b) Permissive Indemnification. Except as otherwise provided in this Section 7.5, the Company shall indemnify each Member or officer and may indemnify such employee or agent against expenses, including attorneys fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or

-9-

proceeding. To the fullest extent permitted by law, the Company shall indemnify each Member or officer and may indemnify such employee or agent if the Person acted in good faith and did not engage in willful misconduct or gross negligence. With respect to a criminal action or proceeding, the Person must have had no reasonable cause to believe such Person’s misconduct was unlawful. Unless ordered by a court, any indemnification permitted under this Section 7.5(b) shall be made by the Company only as the Company authorizes in the specific case after (i) determining that the indemnification is proper under the circumstances because the person to be indemnified has met the applicable standard of conduct and (ii) evaluating the reasonableness of the expenses and of the amounts paid in settlement. This determination and evaluation shall be made by a majority vote of the Members who are not parties or threatened to be made parties to the action, suit or proceeding. However, no indemnification shall be provided to any Member, officer, employee, or agent of the Company for or in connection with (i) the receipt of a financial benefit to which the person is not entitled; (ii) voting for or assenting to a distribution to Members in violation of this Agreement or the Act; (iii) a knowing violation of law; or (iv) acts or omissions of such Person constituting willful misconduct or gross negligence.

(c) Mandatory Indemnification. To the extent that a Member, Director, officer, employee, or agent of the Company has been successful on the merits or otherwise in defense of an action, suit, or proceeding described in Section 7.5(a) or in defense of any claim, issue, or other matter in such action, suit or proceeding, such person shall be indemnified against actual and reasonable expenses, including reasonable attorney fees, incurred by such person in connection with the action, suit, proceeding and any action, suit or proceeding brought to enforce such mandatory indemnification.

Section 7.6 Exculpation; Duties.

(a) No Member or officer of the Company shall be liable to the Company or any other Person who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or officer by this Agreement, except that a Member or officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or officer’s willful misconduct or gross negligence.

(b) To the extent that at law or in equity, the Members or an officer, employee or agent of the Company (each, an “Indemnified Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any Member, any such Indemnified Person acting under this Agreement shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnified Person.

(c) Whenever in this Agreement the Managing Member is permitted or required to make a decision (i) in its “sole discretion”, or “discretion^” or under a grant of similar authority or latitude, the Managing Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any

-10-

consideration to any interest of or factors affecting the Company or any other Member, or (ii) in its “good faith” or under another expressed standard, the Managing Member shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein or by relevant provisions of law or in equity or otherwise.

ARTICLE VIII

DISSOLUTION, LIQUIDATION AND TERMINATION OF THE COMPANY

Section 8.1 Dissolution.

(a) Subject to Section 7.3, the Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Managing Member and, so long as any Obligation is outstanding, all other members of the Company, including, without limitation, the Independent Member, if any; (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(b) Upon the occurrence of any event that causes the last remaining Member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative of such Member is hereby authorized to, and shall, within ninety days after the occurrence of the event that terminated the continued membership of such Member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of such personal representative or its nominee or designee, as the case may be, as a substitute Member, effective as of the occurrence of the event that terminated the continued membership of such Member in the Company.

Section 8.2 Liquidation and Termination. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act. The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

Section 8.3 Final Accounting. Each of the Members shall be furnished with a statement prepared by the Company’s certified public accountants, which shall set forth the assets and liabilities of the Company as of the date of the complete liquidation. Upon compliance by the liquidator with the foregoing distribution plan, the liquidator shall execute and cause to be filed a Certificate of Cancellation and any and all other documents necessary with respect to termination and cancellation of the Company under the Act. The existence of the Company as a separate legal entity shall continue until the cancellation of its Certificate of Formation.

-11-

ARTICLE IX

AMENDMENTS

Section 9.1 Authority to Amend. This Agreement may only be amended with approval of the Managing Member and, so long as any Obligation is outstanding, the prior written approval of the Independent Member, if any, (including, with respect to the Independent Member, the approval of its two Independent Directors). Notwithstanding anything in this Agreement to the contrary, the following provisions of this Agreement may not be amended so long as any Obligation is outstanding: Section 3.1, 4.5, 7.1, 7.2, 7.3 and 8.1, this Article IX and Article XI.

ARTICLE X

POWER OF ATTORNEY

Section 10.1 Power. Each Member irrevocably constitutes and appoints the Managing Member as his true and lawful attorney in his name, place and stead to make, execute, swear to, acknowledge, deliver and file:

(a) Any certificates or other instruments which may be required to be filed by the Company under the laws of the State of Delaware or of any other state or jurisdiction in which the Managing Member shall deem it advisable;

(b) Any documents, certificates or other instruments, including but not limited to, any and all duly adopted amendments and modifications of this Agreement or of the instruments described in Subsection 10.1(a) which may be required or deemed desirable by the Managing Member to effectuate the provisions of any part of this Agreement, and, by way of extension and not in limitation, to do all such other things as shall be necessary to continue and to carry on the business of the Company; and

(c) All documents, certificates or other instruments which may be required to effectuate the dissolution and termination of the Company, to the extent such dissolution and termination is authorized hereby. The power of attorney granted hereby shall not constitute a waiver of, or be used to avoid, the rights of the Members, including the Independent Member, if any, to approve certain amendments to this Agreement pursuant to Subsection 9.1 or be used in any other manner inconsistent with the status of the Company as a limited liability company or inconsistent with the provisions of this Agreement.

Section 10.2 Survival of Power. It is expressly intended by each Member that the foregoing power of attorney is coupled with an interest, is irrevocable and shall survive the death, retirement or adjudication of incompetency of such Member.

-12-

ARTICLE XI

SEPARATE LEGAL ENTITY

Section 11.1 Separate Legal Entity.

(a) The Company shall respect and appropriately document the separate and independent nature of its activities, as compared with those of any other Person, take all reasonable steps to continue its identity as a separate legal entity, and make it apparent to Persons that the Company is an entity with assets and liabilities distinct from those of any other Person. Without limiting the foregoing, the Company:

(i) shall maintain a principal executive and administrative office through which its business is conducted separately from those of any other Person, and, to the extent that the Company and any other Persons have offices in contiguous space, there shall be fair and appropriate allocation of overhead costs and expenses related to services performed by any employee of an Affiliate among them, and each such entity shall bear its fair share of such expenses and expenses relating to services;

(ii) shall engage only in those transactions described in Section 3.1 hereof and matters necessarily incident thereto;

(iii) shall have stationery and other business forms and a mailing address and a telephone number separate from that of any other Person;

(iv) shall maintain an arm’s-length relationship with its Affiliates and enter into transactions with Affiliates only on commercially reasonable terms, including without limitation, ensuring that, to the extent that it jointly contracts with any of its Members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities and that each such entity shall bear its fair share of such costs and shall ensure that, to the extent that the Company contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided and that each such entity shall bear its fair share of such costs;

(v) shall at all times be adequately capitalized in light of its contemplated business; shall at all times provide for its own operating expenses and liabilities from its own funds, shall not allow its funds to be diverted to any other Person or for other than the use of the Company, and shall not, except as may be expressly permitted by agreements of the Company, allow its funds to be commingled with those of any Affiliate of the Company or any other Person;

(vi) shall maintain its assets and transactions separately from those of any other Person, reflect such assets and transactions in financial statements separate and distinct from those of any other Person, evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other

-13-

Person and to the extent that the books and records of the Company are consolidated with those of any other Person, the fact of such consolidation shall be noted in a footnote to such Person’s books and records;

(vii) shall ensure that all material transactions between the Company and any of its Affiliates shall be only on an arm’s-length basis;

(viii) shall conduct business in its own name and hold itself out to the public under its own name as a legal entity separate and distinct from any other Person, shall act solely in its own name and through its own authorized officers and agents, and no Affiliate of the Company shall be appointed to act as agent by the Company, except as may be expressly permitted by any written agreements of the Company;

(ix) shall ensure that decisions with respect to its business and daily operations shall be independently made by the Company (although the officer making any particular decision may also be an officer or director of any Affiliate of the Company) and shall not be dictated by an Affiliate of the Company;

(x) shall have, if appropriate, U.C.C.-1 financing statements, with respect to all assets purchased from any other Person;

(xi) shall file its own tax returns, if any, or, if it is a member of a consolidated group, will join in the consolidated return of such group as a separate member thereof and shall ensure that any financial reports required of the Company shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates;

(xii) shall ensure that any tax payments made on the Company’s behalf are allocated appropriately;

(xiii) shall comply with all provisions of this Agreement and shall observe all necessary, appropriate and customary limited liability company formalities;

(xiv) shall maintain its bank accounts separate from any other Person; and

(xv) shall correct any known misunderstanding regarding its separate identity. Failure of the Company or the Managing Member on behalf of the Company to comply with any of the foregoing covenants shall not affect the status of the Company as a separate legal entity or the limited liability of the Members.

(b) The Company shall not:

(i) incur any indebtedness for borrowed money, or assume or guaranty any indebtedness for borrowed money of any other entity, other than any Obligation incurred in connection with Asset Purchase Agreement and the Lease Agreement;

-14-

(ii) direct or participate in the management of any other Person’s operations (other than the Partnership), and no other Person shall be permitted to direct or participate in the management of the Company;

(iii) hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for any obligations of any other Person, except as may be expressly permitted in any written agreements of the Company;

(iv) become liable as a guarantor or otherwise with respect to any debt or contractual obligation of any other Person;

(v) make any payment or distribution of assets with respect to any obligation of any other Person or grant any lien, security interest or encumbrance on any of its assets to secure any obligation of any other Person;

(vi) make loans, advances or otherwise extend credit to any other Person, except on an arm’s-length basis, and shall not permit any Affiliate of the Company to advance funds to the Company or otherwise supply funds to, or guaranty debts of, the Company, except as may be expressly permitted by any written agreements of the Company;

(vii) fail to maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

(viii) shall not acquire the obligations or securities of its Affiliates;

(ix) shall not identify itself as a division of any other Person; and

(x) file or consent to the filing of any petition to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors, except pursuant to Section 7.3(a) of this Agreement. Failure of the Company or the Managing Member on behalf of the Company, to comply with any of the foregoing covenants shall not affect the status of the Company as a separate legal entity or the limited liability of the Members.

ARTICLE XII

MISCELLANEOUS

Section 12.1 Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

Section 12.2 Governing Law. This Agreement and the rights and duties of the Members shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws.

-15-

Section 12.3 Agreement for Further Execution. At any time or times upon the request of the Managing Member, each Member agrees to sign and swear to any certificate, any amendment to or cancellation of such certificate, acknowledge similar certificates or affidavits or certificates of fictitious firm name or the like (and any amendments or cancellations thereof) required by the laws of the State of Delaware, or any other jurisdiction in which the Company does, or proposes to do, business. This Section 12.3 shall not prejudice or affect the rights of the Members to approve amendments to this Agreement pursuant to Section 9.1.

Section 12.4 Entire Agreement; Binding Agreement. (a) This Agreement contains the entire understanding between the parties and supersedes any prior understandings or agreements between them respecting the within subject matter. There are no representations, agreements, arrangements or understandings, oral or written, between the parties hereto relating to the subject matter of this Agreement which are not fully expressed.

(b) Notwithstanding anything in this Agreement to the contrary, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member by the Independent Directors, in accordance with its terms. In addition, the Independent Directors shall be intended beneficiaries of this Agreement.

Section 12.5 Severability. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations of the jurisdictions in which the Company does business. If any provision of this Agreement or the application thereof to any Person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

Section 12.6 Notices. Notices to Members or to the Company shall be deemed to have been given when personally delivered or mailed, by prepaid registered or certified mail, addressed as set forth in this Agreement, unless a notice of change of address has previously been given in writing by the addressee to the addressor, in which case such notice shall be addressed to the address set forth in such notice of change of address.

Section 12.7 Counterparts. This Agreement may be executed in multiple counterparts, each one of which shall constitute an original executed copy of this Agreement.

Section 12.8 Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons may require.

Section 12.9 Titles and Captions. All titles and captions are for convenience only, do not form a substantive part of this Agreement, and shall not restrict or enlarge any substantive provisions of this Agreement.

-16-

IN WITNESS WHEREOF, the parties have hereunto set their hands as of the day and year first above written.

MANAGING MEMBER:
ElderTrust Operating Limited Partnership
	By:	ElderTrust, General Partner
		By:	D.Lee McCreary, Jr.
			D. Lee McCreary, Jr.
			President and Chief Executive Officer

-17-

EX-3.19.4

Exhibit 3.19.4

FIRST AMENDMENT TO LIMITED LIABILITY

COMPANY AGREEMENT OF ET LEHIGH, LLC

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

W I T N E S S E T H :

WHEREAS, the Operating Partnership, being the sole member of ET Lehigh, LLC, a Delaware limited liability company (the “LLC”), formed the LLC pursuant to that certain Certificate of Formation, dated December 17, 1998 and filed with the Delaware Secretary of State on December 18, 1998, as amended, and that certain Limited Liability Company Agreement dated as of January 24, 2001 (the “Agreement”); and

WHEREAS, the Operating Partnership, being the sole member of the LLC (and no other members having ever been admitted to the LLC), desires to amend the Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Operating Partnership and the LLC hereby agree as follows:

1. Section 1.1 of the Agreement hereby is amended by the deletion therefrom of the defined terms “Independent Member” and “Independent Director” and the definitions thereof. All other references in the Agreement to the “Independent Member” and the “Independent Director” hereby are deleted.

2. Section 1.1 of the Agreement hereby is further amended by the deletion from the definition of “Lease” set forth in said Section 1.1 of the phrase “Lehigh Nursing Homes, Inc.” and the insertion, in lieu thereof, of the phrase “Assisted Living Associates of Lehigh, Inc.”

3. Sections 4.2, 7.2, 7.3, 7.4 and Article XI of the Agreement are hereby deleted in their entirety.

4. Section 9.1 of the Agreement hereby is deleted in its entirety and, in lieu thereof, is inserted the following: “The Member may at any time and from time to time amend this Agreement by executing a written amendment to this Agreement.”

5. Except as amended herein, the Agreement is hereby confirmed and shall remain in full force and effect.

6. All defined terms used in this First Amendment shall have the meanings given them in the Agreement, unless otherwise defined in this First Amendment.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the undersigned have executed this First Amendment, or have caused this First Amendment to be executed, as of the date first above written.

OPERATING PARTNERSHIP:
ELDERTRUST OPERATING LIMITED PARTNERSHIP
By:	ElderTrust, general partner
By:	/s/ D. Lee McCreary, Jr.
	Name:	D. Lee McCreary, Jr.
	Title:	President and Chief Executive Officer

LLC:
ET LEHIGH, LLC
By:	ElderTrust Operating Limited Partnership, Sole Member
	By:	ElderTrust, general partner
		By:	/s/ D. Lee McCreary, Jr.
			Name:	D. Lee McCreary, Jr.
			Title:	President and Chief Executive Officer

EX-3.19.5

Exhibit 3.19.5

SECOND AMENDMENT TO LIMITED LIABILITY

COMPANY AGREEMENT OF ET LEHIGH, LLC

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

W I T N E S S E T H :

WHEREAS, the Operating Partnership, being the sole member of ET Lehigh, LLC, a Delaware limited liability company (the “LLC”), formed the LLC pursuant to that certain Certificate of Formation, dated December 17, 1998 and filed with the Delaware Secretary of State on December 19, 1998, as amended, and that certain Limited Liability Company Agreement of ET Lehigh, LLC, dated as of January 24, 2001, as amended by the First Amendment to Limited Liability Company Agreement of ET Lehigh, LLC, dated as of August 29, 2002 (as amended, the “Agreement”); and

WHEREAS, the Operating Partnership, being the sole member of the LLC (and no other members having ever been admitted to the LLC), desires to amend the Agreement pursuant to Section 9.1 thereof.

NOW, THEREFORE, the Agreement is hereby amended as follows:

1. Section 3.1 of the Agreement hereby is deleted in its entirety and, in lieu thereof, is inserted the following: “The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.”

2. Except as amended herein, the Agreement is hereby confirmed and shall remain in full force and effect.

3. All defined terms used in this Second Amendment shall have the meanings given them in the Agreement, unless otherwise defined in this Second Amendment.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has executed this Second Amendment, or has caused this Second Amendment to be executed, as of the date first written above.

ELDERTRUST OPERATING LIMITED PARTNERSHIP
By:	ELDERTRUST, its general partner
	By	/s/ T. Richard Riney
	Name:	T. Richard Riney
	Title:	Secretary

- 2 -

EX-3.20.1

Exhibit 3.20.1

CERTIFICATE OF FORMATION

OF

ET SUB-LOPATCONG, L.L.C.

1. NAME

The name of the limited liability company is ET Sub-Lopatcong, L.L.C. (the “LLC”).

2. REGISTERED OFFICE AND AGENT

The address of the LLC’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the LLC’s registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of ET Sub-Lopatcong, L.L.C. this 13th day of January, 1998.

By:	ElderTrust Operating Limited
	Partnership, sole member
	By:	ElderTrust Realty Group, Inc.,
		general partner
		By:	/s/ D. Lee McCreary, Jr.
			D. Lee McCreary, Jr.
			Vice President and
			Secretary

EX-3.20.2

Exhibit 3.20.2

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

ET SUB-LOPATCONG, L.L.C.

This Amended and Restated Limited Liability Company Operating Agreement of ET-SUB LOPATCONG, L.L.C. (this “Agreement”), dated as of November 24, 1999, is entered into by and between ET Sub-Lopatcong, L.L.C., a Delaware limited liability company (the “Company”), and Eldertrust Operating Limited Partnership, its sole equity member (the “Equity Member”).

R E C I T A L S:

WHEREAS, the Company was formed under the Delaware Limited Liability Company Act, as amended (the “Act”), by the filing of a certificate of formation with the Secretary of State of the State of Delaware on January 16, 1998;

WHEREAS, the Company currently exists under the Act pursuant to that certain Limited Liability Company Operating Agreement of ET Sub-Lopatcong, L.L.C. dated as of January 30, 1998 (the “Initial Operating Agreement”);

WHEREAS, the parties hereto desire to enter into this Agreement for the purpose of amending and restating the Initial Operating Agreement in its entirety to set forth the rights and obligations of, the relationships among, and certain other provisions governing the conduct of the affairs of, the Members (as defined below), the Managers (as defined below), and the Company; and

WHEREAS, certain capitalized terms used herein shall have the meanings ascribed thereto in Article XIV.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, hereby amend and restate the Initial Operating Agreement as follows:

ARTICLE I

ORGANIZATIONAL AND OTHER MATTERS

SECTION 1.01. Formation; Admission. By its execution and delivery of this Agreement, the Equity Member hereby ratifies the formation of the Company under the provisions of the Act pursuant to the filing of the certificate of formation with the Secretary of State of the State of Delaware and confirms its admission to the Company as the initial Member.

SECTION 1.02. Name. The name of the Company shall be ET Sub-Lopatcong, L.L.C., and the business of the Company shall be conducted under such name.

SECTION 1.03. Principal Place of Business. The principal place of business and the principal office of the Company shall be located at 101 East State Street, Suite 101, Kennett Square, Pennsylvania 19348. The Company may have such other or additional offices, either within or without the State of Delaware, as the Managers or officers of the Company shall deem advisable.

SECTION 1.04. Registered Office and Agent. The street address of the initial registered office of the Company shall be 1209 Orange Street, Wilmington, Delaware 19805, and the Company’s registered agent at such address shall be The Corporation Trust Company. The registered office and the registered agent of the Company may be changed by the Board of Managers from time to time in accordance with the then applicable provisions of the Act and any other applicable laws.

ARTICLE II

PURPOSE AND POWERS

SECTION 2.01. Purpose of the Company. The sole purposes of the Company are (i) to own, manage, operate and lease the Property; (ii) to exercise all rights and powers, and undertake, be liable for and perform all duties, liabilities and obligations, of the Company under any agreement or instrument to which the Company is or may become a party, or by which its properties or assets may be bound, as contemplated by the Loan Documents or in connection with the performance of its obligations thereunder, or under any applicable law or regulation; and (iii) to engage in any and all activities incident to the foregoing. The Company shall not engage in any business, and shall have no purpose, unrelated to the foregoing.

SECTION 2.02. Powers of the Company. In order to carry out its purposes, the Company shall have and be authorized to exercise all powers conferred by the Act and any other applicable law as in effect from time to time, and shall be empowered and authorized to engage in such lawful acts and activities, as may, in the judgment of the Managers, be necessary or convenient to carry out, promote or attain the purposes set forth in Section 2.01.

SECTION 2.03. Right to Rely on Managers. Any Person dealing with the Company shall be entitled to rely (without further duty of inquiry) upon a certificate signed by any Manager or officer of the Company, as to:

(a) the identity of any Manager, Member, or officer;

(b) the existence or nonexistence of any fact or facts that constitute a condition precedent to acts on behalf of the Company by any Member, Manager or officer or that are in any other manner germane to the affairs of the Company;

(c) the Persons who are authorized to execute and deliver any instrument or document of the Company; or

(d) any other matter whatsoever involving the Company or any Member.

SECTION 2.04. Qualification in Additional Jurisdictions. The Company shall be qualified to do business and maintain its good standing in any jurisdiction in which such

- 2 -

qualification is necessary or in which it is deemed desirable by the Managers in carrying out the Company’s business, and pursuant thereto the Managers are authorized to appoint a registered agent and establish a registered office in such jurisdiction to cause the Company to operate in such jurisdiction under another name selected by the Managers, in compliance with the assumed name statute of such jurisdiction, if the Company is not allowed under the laws of the jurisdiction to operate under the name “ET Sub-Lopatcong, L.L.C.”

ARTICLE III

MEMBERS

SECTION 3.01. Classes of Members. There shall be two classes of Members of the Company, as follows:

(a) Equity Member. The Equity Member shall be the only Member with an interest in the profits, losses, distributions and capital of the Company. The Equity Member shall have the right to elect and remove the Managers, subject to the provisions of Section 5.03 relating to the removal of, and election of a replacement for, the Independent Manager. Except for the rights specifically granted herein to the Independent Member and as may be expressly required by law, the Equity Member shall be the only Member with any voting rights.

(b) Independent Member. During the Covered Period, the Company shall have an Independent Member. The Independent Member shall be the same Person as the Independent Manager and shall satisfy the requirements for being an Independent Manager set forth in the definition thereof. The Independent Member, as such, shall have no interest in the profits, losses, distributions or capital of the Company. The Independent Member shall be entitled to vote on (i) the granting of consent to a Member with respect to a voluntary or involuntary bankruptcy, insolvency, or other proceeding described in Section 18-304(a) or (b) of the Act; (ii) subject to the provisions of Section 8.01 hereof, the dissolution of the Company following the death, retirement, resignation, expulsion, bankruptcy, or dissolution of a Member, and (iii) such other matters, if any, as may be expressly set forth in this Agreement. At such time as the Company is no longer required to have an Independent Manager pursuant to the terms of this Agreement, then the Independent Member shall no longer be a Member. The Independent Member, as such, shall have no other voting rights. During any period when the Company does not have (and is required under this Section 3.01(b) to have) an Independent Member, the Company shall not take any action requiring the vote or consent of the Independent Member under this Agreement.

SECTION 3.02. Voting. On any matter upon which the Independent Member shall be entitled to vote or grant consent, approval of such matter by the Members shall require the affirmative vote or consent of the Independent Member, and, if the Equity Member is entitled to vote thereon, the Equity Member.

SECTION 3.03. Capital Contributions. Concurrently with or prior to the execution of this Agreement, the Equity Member has made initial contributions to the capital of the Company. The Equity Member shall not be required to make any additional contributions to the capital of the Company. The Equity Member shall be entitled, upon the request of the Company, in its sole discretion, to contribute additional capital to the Company, on such terms as the Board of Managers may determine. No interest shall accrue on any contribution and the Equity

- 3 -

Member shall expressly have no right to withdraw or be repaid or receive any return on any contribution, except in each case as expressly provided in this Agreement. The Independent Member shall not be required to make any contribution to the capital of the Company.

SECTION 3.04. Resignation. The Equity Member shall not be entitled to resign or withdraw from the Company prior to the dissolution and winding up of the Company, unless it shall have transferred all of its interest in the Company to one or more other Persons in accordance with this Agreement and such Person or Persons shall have been admitted as an Equity Member in accordance with this Agreement. The Independent Member shall be entitled to resign only if he or she concurrently is resigning, or is removed, from his or her position as Independent Manager, and the resignation of the Independent Member shall be effective, without any further action by the Independent Member, upon the replacement of such Person assuming the position of Independent Manager, whereupon such replacement shall become the Independent Member.

SECTION 3.05. Federal Income Tax Characterization. For federal income tax purposes, the Company shall be deemed to have a single “member” (as such term is used in the regulations under Section 7701 of the Internal Revenue Code of 1986, as amended) and is intended to be disregarded as a separate entity for federal income tax purposes (and solely for such purposes) pursuant to such Section 7701 and the regulations thereunder.

SECTION 3.06. Duties Among Members. In exercising voting and other rights under this Agreement, no Member (i) shall have any fiduciary duty to the Company or any other Member or (ii) shall be liable for (or otherwise prevented from) exercising such rights in a manner that solely benefits its economic and business interests, without regard to the interests of the Company or the other Members. However, the Members shall be entitled to, and the Independent Member shall be required to, consider the interests of creditors of the Company in exercising voting and other rights under this Agreement or taking any other limited liability company action.

SECTION 3.07. Other Equity Member Activities. The Members acknowledge and understand that the Equity Member and/or one or more of its Affiliates has heretofore engaged and will hereafter engage in business activities which may be the same as or similar to and may compete with the Company’s business (“Other Similar Activities”). Each of the Members hereby agrees that: (a) nothing in this Agreement or in the business relationship between the Members established hereunder shall be deemed to prohibit the Equity Member or its Affiliates from engaging in such Other Similar Activities, and (b) nothing in this Agreement or in the business relationship between the Members established hereunder shall be construed so as to grant to the Independent Member any right, privilege or option to participate in any manner in such Other Similar Activities conducted by the Equity Member or its Affiliates.

ARTICLE IV

DISTRIBUTIONS

SECTION 4.01. Distributions. The Managers from time to time may determine the amount of cash and other property of the Company that is reasonably necessary for the operation of the Company and that is available for distribution to the Equity Member and, in their

- 4 -

discretion, may cause the Company to distribute such cash and property to the Equity Member, subject to any limitations imposed by the Act and by the Mortgage and any other contractual obligations of the Company.

ARTICLE V

MANAGEMENT OF THE COMPANY

SECTION 5.01. Management. The business and affairs of the Company shall be managed by its Board of Managers. Subject to any nonwaivable provisions of applicable law and compliance with any provisions of this Agreement requiring the approval of one or more Members, the Board of Managers shall have full and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

SECTION 5.02. Number, Tenure and Qualifications of Managers. The Company initially shall have three Managers comprising the “Board of Managers.” The number of Managers that will comprise the entire Board of Managers shall be fixed from time to time by the Equity Member, but in no instance shall there be less than one Manager (in addition to any Independent Manager) and during the Covered Period, the Board of Managers shall include an Independent Manager. Subject to the provisions of Section 5.03 below, the Equity Member may remove any of the Managers at any time and from time to time, with or without cause, and may designate a person to serve as a successor Manager in the event of the death, incapacity, resignation or removal of a Manager. Each person appointed to serve as a Manager shall serve until a successor Manager is appointed as provided hereunder or until such person’s earlier death, resignation, incapacitation or removal.

SECTION 5.03. Independent Manager. During the Covered Period: (i) the Board of Managers shall include one Independent Manager; (ii) the Independent Manager may not be removed other than by the unanimous vote of the Executive Committee for cause; and (iii) if the Independent Manager should resign or be removed, the Executive Committee shall appoint another Person as Independent Manager as promptly as possible; provided that, during any interim period when the Company does not have (but is required under this Section 5.03 to have) an Independent Manager, the Company shall not take any action expressly requiring the vote or consent of the Independent Manager under this Agreement. The Independent Manager shall not voluntarily resign until such time as a replacement has been selected and taken office. In connection with any vote or other act or omission to vote or other act by the Independent Manager under this Agreement or otherwise, the Independent Manager shall owe a fiduciary duty to the Members solely to the extent required by the Act and other applicable law and shall also owe a fiduciary duty to the Company as whole, including but not limited to the creditors of the Company.

SECTION 5.04. Initial Managers. The initial Executive Managers shall be D. Lee McCreary and Stephan P. Seifred, and the initial Independent Manager, who shall assume office upon the commencement of the term of the Mortgage, shall be ET Lopatcong Finance, Inc., a Delaware corporation.

- 5 -

SECTION 5.05. Executive Committee. The Managers other than the Independent Manager shall constitute the Executive Managers of the Company (the “Executive Managers”). The Executive Managers, acting as a committee of the Board of Managers (the “Executive Committee”), shall exercise all of the right, power and authority vested in the Board of Managers by this Agreement or the Act to manage, operate, and control the business and affairs of the Company, other than with respect to actions by the Company for which this Agreement expressly requires the consent or approval of the Independent Manager or one or more Members. The term Managers as used herein shall be deemed to mean the Executive Managers unless the provision of this Agreement containing such term expressly requires the consent or approval of the Independent Manager.

SECTION 5.06. Meetings. Meetings of the Board of Managers or the Executive Committee may be called by any Manager entitled to participate in the meeting or the President, and shall be called by the President upon the request of the Equity Member, upon two (2) days’ notice in writing or by telephone to all Managers entitled to participate in the meeting in writing or by telephone. Meetings may be held by telephone or any other communication by means of which all participating Managers can simultaneously hear each other during the meeting.

SECTION 5.07. Quorum. No action may be taken at a meeting of the Board of Managers or the Executive Committee unless a quorum consisting of a majority of Managers entitled to participate in the meeting is present.

SECTION 5.08. Required Vote; Voting Rights. Except where a greater percentage is expressly required by this Agreement, to be approved, any action by the Board of Managers or the Executive Committee taken at a meeting must be approved by the affirmative vote of Managers with a majority of the votes cast at a meeting at which a quorum exists and, with respect to actions for which this Agreement expressly requires the vote or consent of the Independent Manager, the vote of the Independent Manager. Each Manager present at a meeting and entitled to participate in such meeting shall be entitled to one vote with respect to any action.

SECTION 5.09. Action by Written Consent. Any action to be taken by the Board of Managers or the Executive Committee may be taken without a meeting if consents in writing setting forth the action so taken are signed by the Managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting.

SECTION 5.10. Interests of Certain Persons. The Managers shall be required, in the exercise of their reasonable business judgment, to consider the interest of the creditors of the Company in taking all action on behalf of the Company.

SECTION 5.11. Compensation of Managers. The Managers shall be reimbursed for all reasonable expenses incurred in connection with the performance of their duties as Managers. In addition, the Independent Manager shall be entitled to reasonable compensation, in an amount determined from time to time by the Executive Committee.

SECTION 5.12. Members Not Agents. The Members shall have no authority to act in the name of and for the Company solely by virtue of being a member of the Company.

- 6 -

SECTION 5.13. Limitation on Authority. During the Covered Period, the Company shall not, and the Managers shall not permit the Company to, incur, create or assume any debt, secured or unsecured, direct or contingent or guarantee or have any consensual contingent obligation for the obligations of any other Person, except for obligations under or permitted under the Loan Documents (provided, that this provision shall not be deemed to prohibit indemnification and contribution agreements by the Company and its Affiliates entered into under this Agreement or the Facility Lease, or (to the extent permitted or not prohibited under the Loan Documents) commercially reasonable indemnification obligations incurred in the ordinary course of business of the Company).

ARTICLE VI

OFFICERS

SECTION 6.01. Number, Qualifications; Election and Term of Office.

(a) The officers of the Company shall consist, at a minimum, of a President, a Secretary, a Treasurer, and such number of Vice Presidents as the Board of Managers may from time to time deem advisable. Any two or more offices may be held by the same person.

(b) The officers of the Company shall be elected by the Board of Managers. Each officer shall hold office until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal.

SECTION 6.02. Initial Officers. The initial officers of the Company shall be as follows:

D. Lee McCreary	President, Secretary and Treasurer
Stephan P. Seifred	Vice President
Kevin Smith	Assistant Secretary

SECTION 6.03. Resignation. Any officer may resign at any time by giving written notice of such resignation to the Board of Managers or to the President or the Secretary. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Managers or by such officer and the acceptance of such resignation shall not be necessary to make it effective.

SECTION 6.04. Removal. Any officer may be removed, either with or without cause, and a successor elected, by a majority vote of the Board of Managers. The officers and agents appointed in accordance with the provisions of Section 6.10 may be removed, either with or without cause, by a majority vote of the Board of Managers or by any superior officer or agent upon whom such power of removal shall have been conferred by the Board of Managers.

SECTION 6.05. Vacancies. A vacancy in any office specifically designated in Section 6.01 by reason of death, resignation, inability to act, removal or any other cause shall be filled by a majority vote of the Board of Managers. In the case of a vacancy occurring in the office of an officer or agent appointed in accordance with the provisions of Section 6.10, such vacancy may be filled by vote of the Board of Managers or by any officer or agent upon whom such power shall have been conferred by the Board of Managers.

- 7 -

SECTION 6.06. President. The President of the Company, subject to the direction of the Board of Managers, shall have general charge of the day-to-day operations, business, affairs and property of the Company and general supervision over its officers and agents. In general, he or she shall perform all duties incident to the office of President and chief operating officer and shall see that all orders and resolutions of the Board of Managers are carried into effect.

SECTION 6.07. Vice-Presidents. During the absence or disability of the President, the Vice-President(s) and, if there be more than one, in such order of seniority as may be determined by the President, shall exercise all the functions of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice-President shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Board of Managers.

SECTION 6.08. Secretary. The Secretary shall:

(a) record all the proceedings of the Members, the Board of Managers, and the Executive Committee in a book to be kept for that purpose;

(b) cause all notices to be duly given in accordance with the provisions of this Agreement and as required by statute;

(c) be custodian of the records and of the Company;

(d) see that the books, reports, statements, certificates and all other documents and records of the Company required by statute or this Agreement are properly kept and filed; and

(e) in general, perform all duties incident to the office of Secretary and such other duties as are given to him or her by this Agreement or as from time to time may be assigned to him or her by the Board of Managers or the President.

SECTION 6.09. Treasurer. The Treasurer shall:

(a) have charge of and supervision over and be responsible for the funds, securities, receipts and disbursements of the Company;

(b) cause the moneys and other valuable effects of the Company to be deposited in the name and to the credit of the Company in such banks or trust companies as the Board of Managers may select or may be required by the Mortgage or as may be selected by any officer or officers or agent or agents authorized so to do by the Board of Managers;

(c) cause the funds of the Company to be disbursed by checks or drafts, with such signatures as may be authorized by the Board of Managers, upon the authorized depositories of the Company, and cause to be taken and preserved proper vouchers for all moneys disbursed;

- 8 -

(d) render to the President or the Board of Managers whenever requested a statement of the financial condition of the Company and of all his or her transactions as Treasurer;

(e) keep the books of account of all the business and transactions of the Company;

(f) be empowered to require from all officers or agents of the Company reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Company; and

(g) in general, perform all duties incident to the office of Treasurer and such other duties as are given to him or her by this Agreement or as from time to time may be assigned to him or her by the Board of Managers or the President.

SECTION 6.10. Subordinate Officers and Agents. The Board of Managers may from time to time appoint such other officers and agents, or may authorize any officer designated in Section 6.01 to appoint such other officers and agents, as it may deem necessary or advisable, to hold office for such period, have such authority and perform such duties as the Board of Managers, or such other officers, may from time to time determine.

SECTION 6.11. Execution of Instruments. All checks, drafts, bills of exchange, acceptances, bonds, endorsements, notes or other obligations or evidences of indebtedness of the Company, and all deeds, mortgages, indentures, bills of sale, conveyances, endorsements, assignments, transfers stock powers or other instruments of transfer, contracts, agreements, dividend or other orders, powers of attorney, proxies, waivers, consents, returns, reports, certificates, demands, notices or documents, and other instruments or rights of any nature may be signed, executed, verified, acknowledged and delivered by the President, any Vice President, the Treasurer or such other officer or officers or such other person or persons (whether or not officers, agents or employees of the Company) as the Board of Managers may from time to time designate.

SECTION 6.12. Compensation. The salaries or other compensation, if any, of the officers shall be fixed from time to time by the Board of Managers and no officer shall be prevented from receiving such salary or any compensation by reason of the fact that he or she is also a Manager of the Company. The Board of Managers may delegate to any officer or agent the power to fix from time to time the salaries or other compensation, if any, of officers or agents appointed in accordance with the provisions of Section 6.10.

ARTICLE VII

LIMITATION ON LIABILITY; INDEMNIFICATION

SECTION 7.01. Limitation on Liability. The debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company. None of the Members, the Managers, or any stockholders, directors, partners, officers, agents or employees of any Member or the Company, shall be obligated personally for any debt, obligation, or liability of the Company solely by reason of his, her, or its status as such Member, Manager, stockholder, director, partner, officer, agent or employee. The failure of the Company to observe any formalities or requirements

- 9 -

relating to the exercise of its powers or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Members, the Managers, or any stockholder, director, partner, officer, agent or employee of any Member or the Company for liabilities of the Company.

SECTION 7.02. Indemnification.

(a) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed by such Covered Person to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(b) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

(c) To the extent that, at law or in equity, a Covered Person has duties (which may include fiduciary duties) and liabilities relating thereto to the Company or any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the Covered Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person.

(d) The Company shall indemnify and hold harmless each Covered Person, to the fullest extent permitted by applicable law, for any loss, damage or claim incurred by such Covered Person, including reasonable attorney’s fees incurred in connection therewith, by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed by such Covered Person to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this subsection (d) shall be provided out of and to the extent of Company assets only, after payment of all amounts then due and owing under the Loan Documents, and no Covered Person shall have any personal liability on account thereof.

(e) The Company shall purchase and maintain insurance, to the extent and in such amounts as the Managers determine to be commercially reasonable, on behalf of Covered Persons and such other Persons as the Managers shall determine, against any liability that may be asserted against or expense that may be incurred by any such Covered Person or other

- 10 -

indemnitee in connection with the activities of the Company or such indemnitees. The Company may enter into indemnity contracts with Covered Persons or other indemnitees and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations and containing such other procedures regarding indemnification as are appropriate.

(f) The Company may (and, in the case of the Independent Member and the Independent Manager, shall) advance expenses (including attorneys’ fees) incurred by an Indemnitee in advance of the final disposition of an action, suit, or proceeding upon the receipt of an undertaking by or on behalf of the Covered Person to repay such amount if it shall ultimately be determined that such Covered Person is not entitled to indemnification under this Article 7.

ARTICLE VIII

DISSOLUTION AND LIQUIDATION

SECTION 8.01. The Company shall dissolve, and its affairs shall be wound up, solely upon the first to occur of the following, unless the Members eligible to vote elect to continue the Company to the extent permitted under the Act:

(a) July 31, 2098;

(b) at the time specified in a written consent of the Equity Member, provided that the Company shall not be dissolved during the Covered Period;

(c) at any time that there are no remaining Members, provided that the Company shall not be dissolved and is not required to be wound up if, within 90 days after the occurrence of the event that terminated the continued membership of the last remaining Member, (i) the personal representative of the last remaining Member agrees in writing to continue the Company and to the admission of the personal representative of such Member or its nominee or designee to the Company as a Member, effective as of the occurrence of the event that terminated the continued membership of the last remaining Member, or (ii) the Managers, by a unanimous vote (including the Independent Manager during the Covered Period), elect to continue the Company and designate a Person as a Member (with or without an equity interest) of the Company; or

(d) at the time specified in a decree of judicial dissolution under the Act.

The death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member shall not cause the Company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the Company shall be continued without dissolution, unless, within 90 days following the occurrence of such event, all Members eligible to vote agree in writing to dissolve the Company; provided, however, that during the Covered Period, the Company shall not be dissolved upon the occurrence of any such event.

The foregoing constitute the only events upon which the Company shall be dissolved and its affairs wound up, notwithstanding any provisions of the Act.

- 11 -

The events of bankruptcy of a Member described in Sections 18-304(a) and (b) of the Act shall not cause such Member to cease to be a Member of the Company, and upon the occurrence of such an event, the business of the Company shall be continued without dissolution

SECTION 8.02. Upon the dissolution of the Company, unless its business is continued as provided in the Act, the Managers shall wind up the affairs of the Company.

SECTION 8.03. Upon the winding up and termination of the Company in accordance with the Act, the assets of the Company shall be distributed in the following order:

(i) First, to the payment of the debts and liabilities of the Company (excluding any loans or advances made by any of the Members (or Affiliates of the Equity Member) to the Company (but including any fees and payment obligations owed by the Company and due to the Tenant under the Facility Lease) and the expenses of liquidation;

(ii) Second, to the creation of any reserves which the Managers deem reasonably necessary for the payment of any contingent or unforeseen liabilities or obligations of the Company or Members (to the extent the Company is liable therefor) arising out of or in connection with the business and operation of the Company;

(iii) Third, to the payment of any loans or advances made by any of the Members to the Company; and

(iv) Thereafter, to the Equity Member.

SECTION 8.04. When all debts, liabilities, and obligations of the Company have been paid and discharged, or adequate provisions have been made therefor and all remaining property and assets of the Company have been distributed to the Equity Member, a certificate of cancellation shall be prepared, executed, and filed in accordance with the Act.

ARTICLE IX

TRANSFER OF MEMBERSHIP INTERESTS

SECTION 9.01. Interest of Equity Member. The Equity Member shall not assign or transfer all of its membership interests in the Company at any time to any Person without the written consent of the other Members, provided that the Equity Member may assign or transfer all of its membership interests in the Company to any Qualified Affiliate (subject to the limitations contained in Section 9.03).

SECTION 9.02. Interest of Independent Member. The Independent Member shall not have any right to assign or transfer its membership interest or rights as an Independent Member. Such membership interest and rights shall be exercised solely through the Person who is the Independent Manager from time to time.

SECTION 9.03. Notwithstanding anything to the contrary contained herein, during the Covered Period, no direct or indirect transfer of an equity membership interest in the Company may be made (i) such that the transferee owns, in the aggregate with the equity membership interests of its Affiliates and family members, more than a 49% equity interest in

- 12 -

the Company or (ii) that would violate any provision of the Mortgage, unless such transfer is approved by the Lender, conditioned upon the delivery of an acceptable non-consolidation opinion and upon confirmation from the applicable rating agencies that such a transfer will not result in a qualification, withdrawal or downgrade of any rating assigned to any outstanding mortgage-backed securities relating to the Mortgage; provided, however, that the foregoing provisions of this Section 9.03 shall not apply to any indirect transfer of an equity membership interest in the Company resulting from the transfer of stock or other ownership interests in, or a merger, consolidation or other business combination involving, (i) any direct or indirect owner of an equity membership interest in the Company whose stock or other ownership interests are traded on a national securities exchange, or (ii) any direct or indirect owner of stock or ownership interests in an entity referred to in clause (i) of this proviso.

ARTICLE X

SEPARATENESS REQUIREMENTS

SECTION 10.01. Notwithstanding anything to the contrary contained herein, during the Covered Period, the Company and each Member agree that the Company, will:

(a) maintain its books and records and bank accounts separate from those of any other Person (except that, for accounting and reporting purposes, the Company may be included in the consolidated financial statements of an equity owner of the Company in accordance with GAAP);

(b) maintain an arm’s length relationship with its Members, other Affiliates and any other party furnishing services to it;

(c) maintain its books, records, resolutions and agreements as official records;

(d) conduct its business in its own name and through its own authorized officers and agents (except that the Facility is operated under the “Lopatcong Care Center” trade name);

(e) prepare and maintain its financial statements, accounting records and other entity documents separate from those of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (a) above);

(f) except as contemplated under the Facility Lease and the Loan Documents and under the provisions of paragraph (h) below, pay its own liabilities out of its own funds and assets;

(g) observe all limited liability company formalities necessary to maintain its identity as an entity separate and distinct from the Equity Member and all of its other Affiliates;

- 13 -

(h) participate in the fair and reasonable allocation, and pay its share, of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities;

(i) use its own stationery, invoices and checks (except when acting in a representative capacity, in which event such capacity shall be disclosed);

(j) hold and identify itself as a separate and distinct entity under its own name and not as a division or part of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (a) above);

(k) except as may otherwise be contemplated by the Facility Lease and the Loan Documents, deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name;

(l) hold its assets in its own name, except as contemplated under the Facility Lease and the Loan Documents;

(m) maintain a sufficient number of employees (which may be zero) for its contemplated business and pay the salaries of such employees from its own funds; and

(n) maintain adequate capital for the conduct of its business.

SECTION 10.02. Notwithstanding anything to the contrary contained herein, during the Covered Period, the Company, and each Member agrees that the Company, will not:

(a) seek or consent to any dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its assets;

(b) fail to correct any known misunderstanding regarding its separate identity;

(c) except as otherwise contemplated under the Facility Lease and the Loan Documents, commingle its funds or other assets with those of any other Person;

(d) assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person, except as otherwise contemplated or permitted by the Loan Documents (provided, that this provision shall not be deemed to prohibit indemnification and contribution agreements by the Company and its Affiliates entered into under this Agreement or the Facility Lease, or (to the extent permitted or not prohibited under the Loan Documents) commercially reasonable indemnification obligations incurred in the ordinary course of business of the Company);

(e) acquire obligations or securities of its Members;

- 14 -

(f) pledge any of its assets for the benefit of any other Person, except as otherwise contemplated or permitted by the Loan Documents;

(g) make any loans to any other Person, or buy or hold evidence of indebtedness issued by any other Person (except as provided in the Loan Documents);

(h) identify its Members or any of its Affiliates as a division or part of it (except for inclusion in consolidated financial statements of an equity owner);

(i) engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity;

(j) engage in any business activity or operate for any purpose other than as stated in Section 2.01 of this Agreement;

(k) have or create any subsidiaries, or hold any equity interest in any other Person (except to the extent permitted under the Loan Documents); or

(l) fail to file separate federal or state income tax returns, if required by applicable law.

SECTION 10.03. Notwithstanding anything to the contrary contained herein, during the Covered Period, each Equity Member will:

(a) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Company and all of its other Affiliates;

(b) hold itself out as a separate and distinct entity from the Company and not identify the Company as a division of the Equity Member;

(c) maintain its books and records and bank accounts separate from any other Person (except that, for accounting and reporting purposes, the Equity Member may be included in the consolidated financial statements of an equity owner of the Equity Member in accordance with GAAP); and

(d) hold its assets in its own name.

ARTICLE XI

SPECIAL VOTING MATTERS

SECTION 11.01. Sale, Consolidation, Merger. Subject to the provisions of Section 10.02(a) hereof, the Company shall not, without the approval of the Equity Member, consolidate, merge or sell all or substantially all of its assets.

SECTION 11.02. Bankruptcy. The Company shall not, without the approval of the Equity Member and the affirmative vote of all the Managers, including (during the Covered

- 15 -

Period) the affirmative vote of the Independent Member and the Independent Manager (which shall be granted only if such action is approved by the Independent Director), institute proceedings for the Company to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company, or file a petition with respect to the Company or consent to a petition with respect to the Company seeking reorganization or relief under any applicable Federal or state laws relating to bankruptcy or insolvency, or appoint or consent to the appointment of receiver, liquidator, custodian, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its properties, or make any assignment for the benefit of creditors, or except as required by law, admit in writing the inability to pay its debts generally as they become due, or take any action as a limited liability company in furtherance of any such action.

ARTICLE XII

AMENDMENT

SECTION 12.01. This Agreement may be amended or modified by a written instrument executed by the Equity Member. Notwithstanding the foregoing, during the Covered Period, the provisions of Sections 2.01, 3.01(b), 3.02, 3.03 (last sentence), 3.04, 3.06, 5.02, 5.03, 5.08, 5.10, 5.11 (second sentence), 5.13, 8.01, 9.01, 9.02, 9.03, 10.01, 10.02, 10.03, 11.01, 11.02, and this Section 12.01, and the definitions set forth in Article XIV of the defined terms used in the foregoing provisions, shall not be amended without the written consent of the Lender, and only upon confirmation from the applicable rating agencies that such amendment will not result in a qualification, withdrawal or downgrade of any rating assigned to any mortgage-backed securities relating to the Mortgage.

ARTICLE XIII

MISCELLANEOUS

SECTION 13.01. Enforceability. If any provision of this Agreement or the application thereof to any Person or circumstances shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other Persons or circumstances shall not be affected thereby and shall enforced to the greatest extent permitted by law.

SECTION 13.02. Effect of Provisions Inconsistent with Act. It is the intention of the parties that any provision hereof that is inconsistent with the provisions of the Act be given effect to the maximum extent permitted under the Act.

SECTION 13.03. Binding Effect. The terms and provisions of this Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Members.

SECTION 13.04. Governing Law. The terms and provisions of this Agreement shall be construed under the laws of the State of Delaware and the Act as now adopted or as it may be hereafter amended shall govern the interpretation of this Agreement.

- 16 -

SECTION 13.05. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

SECTION 13.06. Entire Agreement. This Agreement, unless subsequently amended, contains the final and entire agreement among the parties hereto, but only with respect to the subject matter addressed herein.

SECTION 13.07. Approvals. In the event that a Member (including the Independent Member) having a right to vote (or consent) takes no action within ten business days (or, if a time is specified in this Agreement, then within such specified time) subsequent to receipt of the documents or agreements subject to said approval (or consent), the approval (or consent) of said Member shall be deemed not to have been given.

SECTION 13.08. Effect of Consent or Waiver. No consent or waiver, express or implied, by any Member to or of any breach or default by any other Member in the performance by such other Member of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default by such other Member in the performance by such other Member of the same or any other obligations of such Member hereunder. Failure on the part of any Member to object to or complain of any act or failure to act of any of the other Members or to declare any of the other Members in default, irrespective of how long such failure continues, shall not constitute a waiver by any such Member of its rights hereunder.

SECTION 13.09. No Third Party Beneficiaries. The provisions of this Agreement shall not be for the benefit of, nor shall they be enforceable by, any Person who is not a party to this Agreement.

SECTION 13.10. No Partnership Intended for Non-Tax Purposes. The Members have formed the Company under the Act, and expressly do not intend hereby to form a partnership under either the Delaware General Partnership Act nor the Delaware Revised Uniform Limited Partnership Act. The Members do not intend to be partners one to another, or partners as to any third party. To the extent any Member, by word or action, represents to another Person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall be liable to any other Member who incurs personal liability by reason of such wrongful representation.

SECTION 13.11. Notices. Any Notice, demand, request or communication to the Members required to be given, served or sent pursuant to this Agreement shall be in writing and shall be mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, or transmitted by hand delivery (including delivery by courier a nationally recognized commercial delivery service), telegram, telex or facsimile transmission, addressed as follows:

If to Equity Member:

101 East State Street

Suite 101

Kennett Square, Pennsylvania 19348

Attn: D. Lee McCreary

- 17 -

If to Independent Member: to the address provided by the Independent Member to the Company.

Each party may designate by Notice in writing a new address to which any Notice, demand, request or communication may thereafter be so given, served or sent. Each Notice, demand, request, or communication which shall be mailed, delivered or transmitted in the manner described above shall be deemed sufficiently given, served, sent and received for all purposes at such time as it is delivered to the addressee (with the return receipt, delivery receipt, the affidavit of messenger or (with respect to a telex) the answer back being deemed conclusive (but not exclusive) evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

SECTION 13.12. References. References herein to the singular shall include the plural and to the plural shall include the singular, and references to one gender shall include the others, except where the same shall not be appropriate.

SECTION 13.13. Titles and Captions. Article and section titles or captions contained in this Agreement are for convenience only and shall not be deemed a part of the content of this Agreement.

SECTION 13.14. Jurisdiction and Service of Process. Each of the Members hereby irrevocably submits to the exclusive jurisdiction of any state court located in the city of Wilmington, Delaware and any federal court in the state of Delaware and any other court with jurisdiction to hear appeals from such courts for the purposes of any suit, action or other proceeding of any type whatsoever arising solely out of this Agreement, and to the extent permitted by applicable law, hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

ARTICLE XIV

DEFINITIONS

As used herein, the following capitalized terms have the meanings set forth below:

“Act” means the Delaware Limited Liability Company Act, as it may be amended from time to time.

“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person.

“Agreement” has the meaning ascribed thereto in the Preamble.

“Board of Managers” has the meaning ascribed thereto in Section 5.02.

- 18 -

“Company” has the meaning ascribed thereto in the Preamble.

“control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Covered Period” means that period of time commencing on the Effective Date and ending at such time as the Debt under the Mortgage shall be paid in full.

“Covered Person” means any Manager (including the Independent Manager), any Member (including the Independent Member), any Affiliate of any Member, or any officers, directors, shareholders, partners, employees, trustees, representatives or agents of the Company, any Member or any Affiliates thereof, and each of their successors, assigns, heirs and representatives.

“Debt” has the meaning ascribed to it in the Mortgage.

“Effective Date” means the date on which the Mortgage becomes effective.

“ElderTrust” means ElderTrust, a Maryland real estate investment trust.

“Equity Member” has the meaning ascribed thereto in Section 3.01(a).

“Executive Committee” has the meaning ascribed thereto in Section 5.05.

“Facility” means the nursing home or other specialized or assisted-living care facility located on and in the Property.

“Facility Lease” means, collectively, (i) the Lease by and between the Company, as landlord, and the Tenant, as tenant, pursuant to which the Tenant leases the Property and the Facility from the Company and operates the Facility, (ii) any amendment, extension or replacement of such Lease between the Company and the Tenant, (iii) any other lease agreement with any other tenant pursuant to which the Company hereafter leases all or substantially all of the Property, and (iv) any other agreement between the Company and the Tenant or any other tenant providing for the management or operation of the Property or the Facility; provided, however, that during the Covered Period any such amendment, extension, replacement, other lease or other agreement shall have been entered into in compliance with any applicable terms of the Loan Documents (or, if not in compliance with any such applicable terms, then with the consent of the Lender).

“GAAP” means generally accepted accounting principles.

“Independent Director” means a person who is not at, and has not been within the five years prior to, the time of his or her appointment and will not be serving as: (i) an officer, director, general partner, manager, employee, or an owner of any equity securities of the Independent Manager or any of its Affiliates (other than an owner of a de minimis amount of the equity securities of any Affiliate of the Independent Manager which has a class of securities

- 19 -

registered under the Securities Act of 1934); (ii) a customer of, or supplier or service provider (including professionals) that receives any of its revenues from its activities with the Independent Manager or any Affiliate of the Independent Manager, such that such individual’s annual revenues derived from the Independent Manager and Affiliate of the Independent Manager exceeds 1% of such individual’s aggregate annual revenues; (iii) a person or other entity controlling or under the common control of any such equity owner, supplier, customer, or service provider; or (iv) a spouse, parent, sibling, child or grandchild of any person described in (i), (ii) or (iii); provided, however, that a person shall not be deemed to be a director or manager of an Affiliate of the Independent Manager solely by reason of serving as an independent director, independent manager or independent member of another single purpose entity that is an Affiliate of the Independent Manager; and provided further, that a Person shall not be disqualified from being an Independent Director solely by reason of such Person serving as an independent director or manager of another single purpose entity that would otherwise be deemed to be an Affiliate because they are under common control.

“Independent Manager” means a corporation that (i) is wholly owned by ElderTrust; (ii) has as its sole assets interests in the Company or any other Person that is a borrower, or the general partner of a borrower, under the Mortgage; (iii) has one Independent Director duly appointed to its board of directors; and (iv) is a single-purpose entity.

“Independent Member” has the meaning ascribed thereto in Section 3.01(b).

“Lender” means Morgan Guaranty Trust Company of New York, or any of its successors and assigns under the Mortgage.

“Loan Documents” means the Mortgage and the promissory notes, mortgages, security agreements, subordination and nondisturbance agreements, assignments of leases and rents and other agreements, instruments and documents entered into by or on behalf of the Company in connection with the Mortgage.

“Manager” means a Person named in Section 5.04 as a Manager of the Company or hereafter appointed as a Manager pursuant to the terms of this Agreement, including the Independent Manager.

“Member” means an Equity Member or the Independent Member.

“Mortgage” means that certain Mortgage and Security Agreement from the Company to Lender dated as of November 24, 1999.

“Notice” means a writing, containing the information required by the Agreement to be communicated to any Person, given in accordance with Section 13.11.

“Other Similar Activities” has the meaning ascribed thereto in Section 3.07.

“Person” means a natural person, partnership (whether general or limited), trust, estate, association, corporation, limited liability company, unincorporated organization, custodian, nominee or any other individual or entity in its own or any representative capacity.

- 20 -

“Property” means, collectively, the real property described more fully on Schedule A hereto and the improvements located thereon, commonly known as Lopatcong Care Center, located in Phillipsburg, New Jersey.

“Qualified Affiliate” means any Person directly or indirectly wholly owned and controlled by the Equity Member.

“Tenant” means Geriatric and Medical Services, Inc., a New Jersey corporation, as the tenant and facility operator under the Facility Lease, and any other Person who becomes the tenant and/or facility operator under the Facility Lease in accordance with the terms thereof and, during the Covered Period, in compliance with any applicable terms of the Loan Documents (or, if not in compliance with any such applicable terms, then with the consent of the Lender).

- 21 -

IN WITNESS WHEREOF, the undersigned have caused this Amended and Restated Operating Agreement to be duly executed on their behalf as of the date first written above.

ET SUB-LOPATCONG, L.L.C.
By:	/s/ D. Lee McCreary
Name:	D. Lee McCreary
Title:	President
ELDERTRUST OPERATING LIMITED PARTNERSHIP
By:	ElderTrust, general partner
	By:	/s/ D. Lee McCreary
	Name:	D. Lee McCreary
	Title:	President

- 22 -

SCHEDULE A

[INTENTIONALLY OMITTED]

JOINDER OF INDEPENDENT MEMBER AND INDEPENDENT MANAGER

ET Lopatcong Finance, Inc., a Delaware corporation, by the signature below of its duly authorized officer, joins the foregoing Amended and Restated Limited Liability Company Operating Agreement of ET Lopatcong, L.L.C. as the Independent Member and Independent Manager of such limited liability company effective as of November 24, 1999.

ET Lopatcong Finance, Inc.,
a Delaware corporation
By:	/s/ D. Lee McCreary
Name:	D. Lee McCreary
Title:	President

EX-3.20.3

Exhibit 3.20.3

AMENDMENT TO AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF ET SUB-LOPATCONG, L.L.C.

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”).

W I T N E S S E T H :

WHEREAS, the Operating Partnership, being the sole equity member of the ET SUB-LOPATCONG, L.L.C., a Delaware limited liability company (the “LLC”), formed the LLC pursuant to that certain Certificate of Formation, filed with the Delaware Secretary of State on January 16, 1998, as amended, and that certain Limited Liability Company Operating Agreement of ET Sub-Lopatcong, L.L.C., dated as of January 30, 1998 and amended and restated by the Amended and Restated Limited Liability Company Operating Agreement of ET Sub-Lopatcong, L.L.C., dated as of November 24, 1999, entered into by and between the LLC and the Operating Partnership (the “Agreement”); and

WHEREAS, the Operating Partnership, being the Equity Member of the LLC, desires to amend the Agreement pursuant to Section 12.01 thereof.

NOW, THEREFORE, the Agreement is hereby amended as follows:

1. Section 2.01 of the Agreement hereby is deleted in its entirety and, in lieu thereof, is inserted the following: “The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.”

2. Except as amended herein, the Agreement is hereby confirmed and shall remain in full force and effect.

3. All defined terms used in this Amendment shall have the meanings given them in the Agreement, unless otherwise defined in this Amendment.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has executed this Amendment, or has caused this Amendment to be executed, as of the date first written above.

ELDERTRUST OPERATING LIMITED PARTNERSHIP
By:	ELDERTRUST, its general partner
	By:	/s/ T. Richard Riney
	Name:	T. Richard Riney
	Title:	Secretary

- 2 -

EX-3.21.1

Exhibit 3.21.1

CERTIFICATE OF LIMITED PARTNERSHIP

OF

ET SUB-PENNSBURG MANOR LIMITED PARTNERSHIP, L.L.P.

On behalf of the Partnership (as defined below) and for purposes of forming the Partnership as a limited partnership under the Virginia Revised Uniform Limited Partnership Act (Va. Code Ann. § 50-73.1 et seq.) (the “Virginia RULPA”), the undersigned hereby certifies as follows:

1. NAME

The name of the limited partnership is ET Sub-Pennsburg Manor Limited Partnership, L.L.P. (the “Partnership”).

2. SPECIFIED OFFICE

The post-office address of the office at which the Partnership records required to be maintained by Section 50-73.8 of the Virginia RULPA are kept is 415 McFarlan Road, Suite 202, Kennett Square, Pennsylvania 19348.

3. REGISTERED AGENT

The Partnership’s registered agent in the Commonwealth of Virginia is Mr. Edward R. Parker, Esq. whose post-office address is 5511 Staples Mill Road, Richmond, Virginia 23228. Mr. Parker is a member of the Virginia State Bar. and a resident of Virginia.

4. GENERAL PARTNER

The sole general partner of the Partnership is ET GENPAR, L.L.C., a Delaware limited liability company, whose post-office address is 415 McFarlan Road, Suite 202, Kennett Square, Pennsylvania 19348.

5. TERMINATION DATE

The latest date upon which the limited partnership is to be dissolved and its affairs wound up is December 31, 2096.

6. REGISTRATION AS A LIMITED LIABILITY PARTNERSHIP

Concurrent with the filing of this Certificate of Limited Partnership, the Partnership is filing with the State Corporation Commission of the Commonwealth of Virginia a Statement of Registration as a Registered Limited Liability Partnership pursuant to Section 50-73.78 of the Virginia RULPA and Section 50-73.132 of the Virginia Uniform Partnership Act (1996) (Va. Code Ann. § 50-73.79 et seq.).

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of ET Sub-Pennsburg Manor Limited Partnership, L.L.P. this 16^th day of January, 1998.

ET GENPAR, L.L.C.
By:	ElderTrust Operating Limited Partnership, Sole Member
	By:	ElderTrust Realty Group, Inc., General Partner
		By:	/s/ D. Lee McCreary, Jr.
			D. Lee McCreary, Jr.
			Vice President and Secretary

EX-3.21.2

Exhibit 3.21.2

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP

This amendment is presented for filing pursuant to Section 50-73.12 of the Code of Virginia.

1. The name of the limited partnership is ET Sub-Pennsburg Manor Limited Partnership, L.L.P.

NOTE: If also applying for registered limited liability partnership status, pursuant to Virginia Code § 50-73.78 the name must be followed by the words “Registered Limited Liability Partnership” or the abbreviation “L.L.P.” or the designation “LLP”.

2. The partnership I.D. # is L014729-0.

3. The filing date of the initial certificate of limited partnership with the State Corporation Commission is January 20, 1998.

COMPLETE ONLY IF ALSO APPLYING FOR REGISTERED LIMITED LIABILITY PARTNERSHIP STATUS PURSUANT TO VIRGINIA CODE § 50.73.78.

This application is for initial registration as a registered limited liability partnership. ¨ mark box

The business in which the partnership engages is:

The registered agent’s name is                                                                                                                                                                         

The registered agent is (mark appropriate box)

(A) an INDIVIDUAL who is a resident of Virginia and

¨ a general partner of the partnership

¨ an officer or director of a corporate general partner

¨ a general partner of a general partner

¨ a member/manager of a limited liability company general partner

¨ a member of the Virginia State Bar

OR

(B) ¨ a professional corporation or professional limited liability company of attorneys registered under Virginia Code S 54.1-3902

The business address in Virginia of the registered agent is

(number/street)                                                                                                  (city/state/zip)

located in the ¨ city or ¨ county of                                                                                                                                                            .

4. The certificate of limited partnership is amended as follows (complete appropriate subsection(s)):

A. The name of the limited partnership is changed to:

B. The specified office address is changed to:

(number/street)                                                                                  (city/state/zip)

located in the ¨ City or ¨ County of                                                                                                                                                    .

C. The following general partner(s) has (have) withdrawn:

Name	Address
ET GENPAR, L.L.C.	101 E. State Street, Suite 100
	Kennett Square, PA 19348

D.                                                             shall continue in the event that a general partner withdraws from the partnership.

    (name of limited partnership)

E. The following general partner(s) has (have) been added:

Name	Address
ET Pennsburg Finance, L.L.C.	101 E. State Street, Suite 100
	Kennett Square, PA 19348

Check if applicable:

x The new general partner(s) ET Pennsburg Finance, L.L.C. is (are) serving, without more, as a general partner of, or as a partner in a partnership which is a general partner of, a domestic or foreign limited partnership which does not otherwise transact business in this Commonwealth pursuant to Virginia Code Sections 50-73.61 and/or 13.1-757.

F. The term for which the limited partnership is to exist has been changed to:

                                                                                                                                                                                                    .

5. Signature of general partner(s):

ET GENPAR, L.L.C. /s/ D. Lee McCreary	January 11, 2000
	(date)
ET Pennsburg Finance, L.L.C. /s/ D. Lee McCreary	January 11, 2000
	(date)
•        for both: D. Lee McCreary is Vice President and Secretary of ElderTrust, GP of ElderTrust Operating Limited Partnership, sole member of the LLC’s
	(date)
	(date)

EX-3.21.3

Exhibit 3.21.3

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

ET SUB-PENNSBURG MANOR LIMITED PARTNERSHIP, L.L.P.

THIS AMENDED AND RESTATED AGREEMENT OF ET SUB-PENNSBURG MANOR LIMITED PARTNERSHIP, L.L.P. is entered into as of November 24, 1999 by and among Eldertrust Operating Limited Partnership, a Delaware limited partnership, as the limited partner (the “Limited Partner”), and ET Pennsburg Finance, L.L.C., a Delaware limited liability company, as the general partner (the “General Partner”). The General Partner and the Limited Partner are each referred to herein individually as a “Partner” and collectively as the “Partners.”

WHEREAS, ET Sub-Pennsburg Manor Limited Partnership, L.L.P. (the “Partnership”) was formed pursuant to a Certificate of Limited Partnership dated as of January 16, 1998 and filed with the Virginia State Corporation Commission on January 20, 1998, and the Former General Partner (as defined below) has filed a Statement of Registration as a limited liability partnership relating to the Partnership;

WHEREAS, ET Genpar, L.L.C. (the “Former General Partner”) and the Limited Partnership entered into that certain Agreement of Limited Partnership of ET Sub-Pennsburg Manor Limited Partnership, L.L.P. dated as of January 30, 1998 (the “Initial Partnership Agreement”);

WHEREAS, pursuant to that certain Assignment and Assumption of Partnership Interest and Consent among the Former General Partner, the General Partner and the Limited Partner dated as of even date herewith and entered into immediately prior to this Agreement, the Former General Partner assigned all of its right, title and interest in and to the general partner interest of the Partnership to the General Partner;

WHEREAS, the parties hereto desire to enter into this Agreement for the purpose of amending and restating the Initial Partnership Agreement in its entirety to set forth the rights and obligations of, the relationships among, and certain other provisions governing the conduct of the affairs of, the Partners; and

WHEREAS, certain capitalized terms have the meanings set forth on Appendix I hereto.

NOW, THEREFORE, in consideration of the mutual agreements made herein, the parties hereby agree to continue the Partnership as a limited partnership under the Virginia Revised Uniform Limited Partnership Act (Va. Code Ann. § 50-73.1, et seq.), as amended from time to time, (the “Act”) as follows:

1. Name. The name of the limited partnership shall be ET Sub-Pennsburg Manor Limited Partnership, L.L.P.

2. Purpose. The sole purpose of the Partnership is to acquire, own, develop, mortgage, encumber, hypothecate, lease, sell, maintain, improve, alter, remodel, expand, manage, and otherwise operate and deal with the Facility, including obtaining financing and refinancing for the above purposes, selling or otherwise disposing of all or any part of the Property, and investing and reinvesting any funds held in reserve. Notwithstanding anything contained herein to the contrary, the Partnership shall not engage in any business, and it shall have no purpose unrelated to the Property and shall not acquire any real property or own assets other than those related to the Property or otherwise in furtherance of the purposes of the Partnership.

3. Registered Office. The registered office of the Partnership in the Commonwealth of Virginia is 5511 Staples Mill Road, Richmond, Virginia 23228.

4. Registered Agent. The name and address of the agent for service of process on the Partnership in the Commonwealth of Virginia is Edward R. Parker, Esq., 5511 Staples Mill Road, Richmond, Virginia 23228.

5. Partners. The names and business addresses of the Partners are as follows:

General Partner:

c/o ElderTrust

101 East State Street, Suite 101

Kennett Square, Pennsylvania 19348

Limited Partner:

101 East State Street, Suite 101

Kennett Square, Pennsylvania 19348

6. Power and Authority of General Partner.

(a) Exclusive Authority. The General Partner, in its capacity as general partner, shall have all rights, powers and authority possessed by general partners under the Act and all other laws of the Commonwealth of Virginia. Without limiting the foregoing, the General Partner shall have the right, power and authority, acting for and on behalf of the Partnership, inter alia, to take all actions and execute and deliver all agreements on behalf of the Partnership in connection with the business of the Partnership, including, without limitation, the authority to cause the Partnership to sell, exchange, lease, pledge, mortgage, or otherwise deal with all or any of its assets or to merge or consolidate with or into any other entity (regardless of whether the Partnership is the surviving entity), as determined by the General Partner in its sole and absolute discretion and without the vote or consent of any Limited Partner. The General Partner also shall have the right, power and authority to execute and deliver on behalf of the Partnership any contract, agreement or other instrument or document required or otherwise appropriate to acquire, sell, operate or encumber the Partnership’s properties.

(b) Limitations on Authority. During the Covered Period, the Partnership shall not, and the General Partner shall not permit the Partnership to, incur, create or assume any

2

debt, secured or unsecured, direct or contingent or guarantee or have any consensual contingent obligation for the obligations of any other Person, except for obligations under or permitted under the Mortgage (provided, that this provision shall not be deemed to prohibit customary joint and several obligations between the Partnership and any other entity constituting a borrower under the Loan Documents or whose property or assets have been pledged to secure obligations under the Loan Documents, indemnification and contribution agreements by the Partnership and its Affiliates entered into under this Agreement or commercially reasonable indemnification obligations incurred in the ordinary course of business of the Partnership).

7. Management of Business. Management of the Partnership’s business shall in every respect be the full and exclusive responsibility of the General Partner. The General Partner shall have the right, power and authority to delegate any or all of its management duties to any other Person (including an affiliate of the General Partner) and to cause the Partnership to reasonably compensate any such Person for services rendered to or for the benefit of the Partnership, including a reasonable allowance for overhead expenses. No Limited Partner shall take part in the management or control of the business of the Partnership or transact any business in the name of the Partnership. No Limited Partner shall have any power or authority to bind the Partnership or to sign any agreement or document in the name of the Partnership.

8. Outside Activities. Except as may be otherwise limited or provided for in any other agreement between the Partnership and a Partner, the Partners may engage in and possess interests in other business ventures (including limited partnerships) of every kind and description whatsoever, including, without limitation, interests in other entities that may compete with the Partnership’s business. Neither the Partnership nor any of the Partners shall have any rights by virtue of this Agreement in or to such other business ventures or to the income or profits derived therefrom.

9. Actions Prior to Agreement. Each and every act and action taken by the General Partner on behalf of the Partnership prior to the date hereof is hereby ratified and confirmed for all purposes and in all respects.

10. Partners or Affiliates Dealing with Partnership. Each of the Partners and any of their affiliates shall have the right to contract or otherwise deal with the Partnership.

11. Liability of General Partner to the Partnership and the Limited Partner. The General Partner shall not be liable, responsible or accountable in damages, for the return of capital contributions or otherwise to the Limited Partner or to the Partnership for any acts performed in good faith and within the scope of this Agreement except to the extent that a court of competent jurisdiction finds, upon entry of a final judgment, that its actions and/or omissions are attributable to gross negligence, willful misconduct, recklessness, malfeasance or fraud.

12. Indemnification.

(a) The Partnership shall indemnify, defend and hold harmless the Partners, their stockholders, members, owners, partners, directors, officers, employees and agents from and against any loss, liability, damage, cost or expense (including reasonable attorneys’ fees) arising out of or alleged to arise out of any demands, claims, suits, actions or proceedings against

3

any of them in or as a result of or relating to their respective capacities, actions or omissions with respect to the Partnership, or otherwise concerning the business or affairs of the Partnership including, without limitation, any demands, claims, suits, actions or proceedings, initiated by any of the Partners; provided, however, that the acts or omissions of the General Partner shall not be indemnified thereunder to the extent a court of competent jurisdiction finds, upon entry of a final judgment, that the same resulted from gross negligence, willful misconduct, recklessness, malfeasance or fraud.

(b) The rights of indemnification contained in this Section 12 shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which any indemnified party shall be entitled, whether pursuant to the provisions of this Agreement, at law or in equity. Indemnification shall be made solely and entirely from assets of the Partnership (excluding, for these purposes, all assets of the Partners other than those of and attributable to such Partner’s interest in the Partnership), and no Partner shall be personally liable to any indemnified party under this Section 12.

(c) Any person or entity, when entitled to indemnification pursuant to this Section 12, shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding. All rights to indemnification hereunder shall survive the dissolution of the Partnership and the death, retirement, incompetency, insolvency or bankruptcy of any Partner.

13. Dissolution Events. Except as set forth in this Section 13, no Partner shall have the right to dissolve the Partnership. The Partnership shall not be dissolved by the admission of substituted or additional Partners.

(a) The Partnership shall dissolve, and its affairs shall be wound up, upon the first to occur of (i) December 31, 2096; (ii) an event of withdrawal of the General Partner, as defined in §50-73.49(3) of the Act; (iii) the entry of a decree of judicial dissolution of the Partnership pursuant to §50-73.50 of the Act; or (iv) all Partners so elect, provided that the Partnership shall not be dissolved during the Covered Period.

(b) Notwithstanding the provisions of Section 13(a) hereof the Partnership shall not be dissolved and the business of the Partnership shall be continued with the Partnership properties and assets, and such properties and assets shall not be liquidated, if following any event described in Section 13(a)(ii), (x) there is at least one remaining General Partner and all remaining General Partners elect to continue the business of the Partnership, which is hereby expressly permitted, or (y) within ninety (90) days after the occurrence of such event of withdrawal, all remaining Partners agree in writing to continue the business of the Partnership and to the appointment effective as of the date of such withdrawal of one or more Persons to be admitted to the Partnership as general partner if necessary or desired. Upon the satisfaction of all conditions necessary to the continuation of the Partnership, including the admission of a successor general partner thereof and the amendment of the Partnership’s certificate (if required by applicable law), the Partnership shall be continued without any further consent or approval of any Partner, in which case the Partnership shall continue to conduct the business of the Partnership with the Partnership’s properties and assets in accordance with, and the Partnership

4

and interests of the Partners shall continue to be governed by, the terms and provisions of this Agreement.

14. Capital Contributions. No Partner shall be required to make any additional Capital Contribution to the Partnership.

15. Capital Accounts. The Partnership shall maintain for each Partner a separate Capital Account in accordance with the provisions of Section 1.704-1(b)(2)(iv) of the Treasury Regulations. The Capital Account balance for each Partner as of the date of this Agreement is set forth on Schedule A.

16. Allocations of Profits and Losses. The Partnership’s profits and losses shall be allocated among the Partners on the basis of the Agreed Value of the Capital Contributions made by each Partner to the Partnership as set forth on Schedule A hereto.

17. Distributions Other than Upon Liquidation. At such times as the General Partner may determine, the General Partner may cause the Partnership to distribute some or all of the cash held by it which is not reasonably necessary for the operation of the Partnership. Cash available for distribution shall be distributed to the Partners in proportion to their respective Percentage Interests.

18. Liquidation. Upon the dissolution of the Partnership, any nonwithdrawing General Partner that is not bankrupt or insolvent, or if there is none, any nonwithdrawing Limited Partners that are not bankrupt or insolvent, or if there are none, a liquidating trustee appointed in accordance with the Act to wind up the Partnership’s affairs, shall with diligence liquidate the assets of the Partnership. The net proceeds of the liquidation of the Partnership, together with all assets of the Partnership at the time of such liquidation, shall be applied and distributed according to the following priorities:

(i) to the payment of the expenses of liquidation and the debts and liabilities of the Partnership (other than any debts or liabilities of the Partnership to any of the Partners);

(ii) to the payment of any debts or liabilities of the Partnership to any of the Partners, provided that, if the amount available for such payment shall be insufficient, such payment shall be made pro rata in accordance with the respective amounts of such debts and liabilities;

(iii) to the creation of any reserves which the liquidating Partners or liquidating trustee, as the case may be, deem reasonably necessary for the payment of any contingent or unforeseen liabilities or obligations of the Partnership; and

(iv) to the Partners, in accordance with the positive balances in their Capital Accounts.

5

All distributions with respect to the Partnership and all returns of Capital Contributions to each Partner shall be payable solely from the assets of the Partnership and no Partner shall have any recourse against any other Partner for such distributions or returns.

19. Separateness Requirements.

(a) Notwithstanding anything to the contrary contained herein, during the Covered Period, the Partnership and each Partner agree that the Partnership, will:

(i) maintain its books and records and bank accounts separate from those of any other Person (except that, for accounting and reporting purposes, the Partnership may be included in the consolidated financial statements of an equity owner of the Partnership in accordance with GAAP);

(ii) maintain an arm’s length relationship with its Partners, other Affiliates and any other party furnishing services to it;

(iii) maintain its books, records, resolutions and agreements as official records;

(iv) conduct its business in its own name and through its own authorized officers and agents (except that the Facilities are operated under the “Pennsburg Manor” and “Harston Hall” trade names);

(v) prepare and maintain its financial statements, accounting records and other entity documents separate from those of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (i) above);

(vi) except as contemplated under the Facility Leases and the Loan Documents and under the provisions of paragraph (viii) below, pay its own liabilities out of its own funds and assets;

(vii) observe all limited partnership formalities necessary to maintain its identity as an entity separate and distinct from all of its Affiliates;

(viii) participate in the fair and reasonable allocation, and pay its share, of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities;

(ix) use its own stationery, invoices and checks (except when acting in a representative capacity, in which event such capacity shall be disclosed);

(x) hold and identify itself as a separate and distinct entity under its own name and not as a division or part of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (i) above);

6

(xi) except as may otherwise be contemplated by the Loan Documents, deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name;

(xii) hold its assets in its own name, except as contemplated under the Loan Documents;

(xiii) maintain a sufficient number of employees (which may be zero) for its contemplated business and pay the salaries of such employees from its own funds; and

(xiv) maintain adequate capital for the conduct of its business.

(b) Notwithstanding anything to the contrary contained herein, during the Covered Period, the Partnership, and each Partner agrees that the Partnership, will not:

(i) seek or consent to any dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its assets;

(ii) fail to correct any known misunderstanding regarding its separate identity;

(iii) except as otherwise contemplated under the Facility Leases and the Loan Documents, commingle its funds or other assets with those of any other Person;

(iv) assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person, except as otherwise contemplated or permitted by the Loan Documents (provided, that this provision shall not be deemed to prohibit indemnification and contribution agreements by the Partnership and its Affiliates entered into under this Agreement, the Facility Leases or commercially reasonable indemnification obligations incurred in the ordinary course of business of the Partnership);

(v) acquire obligations or securities of its Partners;

(vi) pledge any of its assets for the benefit of any other Person, except as otherwise contemplated or permitted by the Loan Documents;

(vii) make any loans to any other Person, or buy or hold evidence of indebtedness issued by any other Person (except as provided in the Loan Documents);

(viii) identify its Partners or any of its Affiliates as a division or part of it (except for inclusion in consolidated financial statements of an equity owner);

7

(ix) engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity;

(x) engage in any business activity or operate for any purpose other than as stated in Section 2 of this Agreement;

(xi) have or create any subsidiaries, or hold any equity interest in any other Person (except to the extent permitted under the Loan Documents); or

(xii) fail to file separate federal or state income tax returns, if required by applicable law.

(c) Notwithstanding anything to the contrary contained herein, during the Covered Period, each Partner will:

(i) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Partnership and all of its other Affiliates;

(ii) hold itself out as a separate and distinct entity from the Partnership and not identify the Partnership as a division of the Partner;

(iii) maintain its books and records and bank accounts separate from any other Person (except that, for accounting and reporting purposes, the Partner may be included in the consolidated financial statements of an equity owner of the Partner in accordance with GAAP); and

(iv) hold its assets in its own name.

20. Special Voting Matters.

(a) Sale, Consolidation, Merger. Subject to the provisions of Section 20(b) hereof, the Partnership shall not, without the approval of the General Partner, consolidate, merge or sell all or substantially all of its assets.

(b) Bankruptcy. The Partnership shall not, without the approval of the General Partner and the affirmative vote of all the Managers, including (during the Covered Period) the affirmative vote of the Independent Member and the Independent Manager (which shall be granted only if such action is approved by the Independent Director), institute proceedings for the Partnership to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Partnership, or file a petition with respect to the Partnership or consent to a petition with respect to the Partnership seeking reorganization or relief under any applicable Federal or state laws relating to bankruptcy or insolvency, or appoint or consent to the appointment of receiver, liquidator, custodian, assignee, trustee, sequestrator (or other similar official) of the Partnership or a substantial part of its

8

properties, or make any assignment for the benefit of creditors, or except as required by law, admit in writing the inability to pay its debts generally as they become due, or take any action as a limited liability company in furtherance of any such action.

21. Transfers of Partnership Interests. A Limited Partner may not assign any part of its partnership interest without the prior written consent of the General Partner. The Limited Partner has no right to grant an assignee of its partnership interest the right to become a substituted limited partner. The General Partner shall have no right to transfer or assign any part of its partnership interest without the prior written consent of the Limited Partner and, in any event, shall be permitted only if such transfer or assignment does not violate the Mortgage.

22. Additional Partners.

(a) The General Partner may admit additional persons or entities as partners at such times and on such terms as the General Partner may determine in its sole and absolute discretion. The Partnership shall continue as a limited partnership under the Act after the admission of any additional partners pursuant to this Section 22.

(b) The withdrawal or admission of any limited partner pursuant to this Section 22 shall be accomplished by the amendment of this Agreement of Limited Partnership and, if required by the Act, the filing of a certificate of amendment with the Virginia State Corporation Commission.

23. Amendment. This Agreement may be amended or modified by a written instrument executed by the Partner. Notwithstanding the foregoing, during the Covered Period, the provisions of Sections 2, 6(b), 19(a), 19(b), 19(c), 20(a), 20(b), and this Section 23, and the definitions set forth in Appendix I used in the foregoing provisions, shall not be amended without the written consent of the Lender, and only upon confirmation from the applicable rating agencies that such amendment will not result in a qualification, withdrawal or downgrade of any rating assigned to any mortgage-backed securities relating to the Mortgage.

[The remainder of this page has been intentionally left blank.]

9

IN WITNESS WHEREOF, the undersigned have duly executed this Amended and Restated Agreement of Limited Partnership as of the day and year first written above.

GENERAL PARTNER:
ET PENNSBURG FINANCE, L.L.C.
By:	/s/ D. Lee McCreary

Name:	D. Lee McCreary
Title:	President

LIMITED PARTNER:
ELDERTRUST OPERATING LIMITED PARTNERSHIP
By:	ElderTrust general partner

By:	/s/ D. Lee McCreary
Name:	D. Lee McCreary
Title:	President

10

APPENDIX I

DEFINITIONS

As used in this Agreement, the following capitalized terms have the meanings set forth below:

“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person.

“Capital Account” means, with respect to each Partner, the separate capital account for such Partner established under Section 15 of this Agreement and maintained in all events in the manner provided under, and in accordance with, Treasury Regulations Section 1.704-1(b)(2)(iv), as amended, and in accordance with the other provisions of Treasury Regulations Section 1.704-1(b) that must be complied with in order for the Capital Accounts to be determined and maintained in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv).

“Capital Contributions” means the aggregate amount of cash and Gross Asset Value of property contributed by a Partner to the capital of the Partnership, less the amount of indebtedness, if any, of such Partner which is assumed by the Partnership and/or the amount of indebtedness, if any, to which such property is subject, as of the date of contribution, without regard to the provisions of Code Section 7701(g), including without limitation, any amounts paid by a Partner (except to the extent indemnification is made by another Partner) in respect of any claims, liabilities or obligations of or against the Partnership and/or pursuant to any guaranty of any Partnership indebtedness or obligations by such Partner.

“Code” means the Internal Revenue Code of 1986, as amended (or any corresponding provision of succeeding law).

“control” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Covered Period” means that period of time commencing on the Effective Date and ending at such time as the Debt under the Mortgage shall be paid in full.

“Depreciation” means, for each fiscal year or other period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for Federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the Federal income tax depreciation, amortization, or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis.

“Effective Date” means the date on which the Mortgage becomes effective.

“Facility” means the nursing home or other specialized or assisted-living care facility located on and in the Property.

“Facility Lease” means, collectively, (i) the Lease by and between the Partnership, as landlord, and the Tenant, as tenant, pursuant to which the Tenant leases the Property and the Facility from the Partnership and operates the Facility, (ii) any amendment, extension or replacement of such Lease between the Partnership and the Tenant, (iii) any other lease agreement with any other tenant pursuant to which the Partnership hereafter leases all or substantially all of the Property, and (iv) any other agreement between the Partnership and the Tenant or any other tenant providing for the management or operation of the Property or the Facility; provided, however, that during the Covered Period any such amendment, extension, replacement, other lease or other agreement shall have been entered into in compliance with any applicable terms of the Loan Documents (or, if not in compliance with any such applicable terms, then with the consent of the Lender).

“GAAP” means generally accepted accounting principles.

“Gross Asset Value” means with respect to any asset, such asset’s adjusted basis for Federal income tax purposes, except as follows:

(a) The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset, as determined by the General Partner in its reasonable discretion;

(b) The Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values as determined by the General Partner in its reasonable discretion, as of the following times: (i) the acquisition of an additional interest in the Partnership by any new or existing Partners in exchange for more than a de minimis Capital Contribution; (ii) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership Property, other than money, unless all Partners receive simultaneous distributions of undivided interests in the distributed property in proportion to their Percentage Interests; and (iii) the liquidation of the Partnership within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g);

(c) The Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704.1(b)(2)(iv)(m) and Section 16(g) hereof; and

(d) If the Gross Asset Value of an asset has been determined or adjusted pursuant to paragraphs (a), (b) or (c) hereof, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

“Independent Director” means a person who is not at, and has not been within the five years prior to, the time of his or her appointment and will not be serving as: (i) an officer, director, general partner, manager, employee, or an owner of any equity securities of the Independent Manager or any of its Affiliates (other than an owner of a de minimus amount of the

ii

equity securities of any Affiliate of the Independent Manager which has a class of securities registered under the Securities Act of 1934); (ii) a customer of, or supplier or service provider (including professionals) that receives any of its revenues from its activities with the Independent Manager or any Affiliate of the Independent Manager, such that such individual’s annual revenues derived from the Independent Manager and Affiliate of the Independent Manager exceeds 1% of such individual’s aggregate annual revenues; (iii) a person or other entity controlling or under the common control of any such equity owner, supplier, customer, or service provider; or (iv) a spouse, parent, sibling, child or grandchild of any person described in (i), (ii) or (iii); provided, however, that a person shall not be deemed to be a director or manager of an Affiliate of the Independent Manager solely by reason of serving as an independent director, independent manager or independent member of another single purpose entity that is an Affiliate of the Independent Manager; and provided further, that a Person shall not be disqualified from being an Independent Director solely by reason of such Person serving as an independent director or manager of another single purpose entity that would otherwise be deemed to be an Affiliate because they are under common control.

“Independent Manager” means a corporation that (i) is wholly owned by ElderTrust; (ii) has as its sole assets interests in the Partnership or any other Person that is a borrower, or the general partner of a borrower, under the Mortgage; (iii) has one Independent Director duly appointed to its board of directors; and (iv) is a single-purpose entity.

“Lender” means Morgan Guaranty Trust Partnership of New York, or any of its successors and assigns under the Mortgage.

“Loan Documents” means the Mortgage and the promissory notes, mortgages, security agreements, subordination and nondisturbance agreements, assignments of leases and rents and other agreements, instruments and documents entered into by or on behalf of the Partnership in connection with the Mortgage.

“Manager” has the meaning ascribed to it in that certain Limited Liability Operating Agreement of the General Partner dated as of even date herewith.

“Mortgage” means that certain Mortgage and Security Agreement by the Partnership to the Lender dated November 24, 1999.

“Partner Minimum Gain” means the gain (regardless of character) that would be realized by the Partnership if property of the Partnership subject to a member nonrecourse debt (defined in the same manner as partner nonrecourse debt is defined in Treasury Regulation Section 1.704-2(b)(4)) were disposed of in full satisfaction of such debt on the relevant date. The adjusted basis of property subject to more than one member nonrecourse debt shall be allocated in a manner consistent with the allocation of basis for the purpose of determining Partner Minimum Gain hereunder.

“Partnership Minimum Gain” means the aggregate gain (regardless of character) which would be realized by the Partnership if all of the Partnership Property subject to a nonrecourse liability (as defined in Treasury Regulation Section 1.704-2(b)(3)) were disposed of in full satisfaction of such liability on the relevant date. Partnership Minimum Gain shall be computed

iii

separately for each nonrecourse liability of the Partnership. For this purpose, the adjusted basis of property subject to two or more liabilities of equal priority shall be allocated among such liabilities in proportion to the outstanding balance of such liabilities and the adjusted basis of property subject to two or more liabilities of unequal priority shall be allocated to the liability of inferior priority only to the extent of the excess, if any, of the adjusted basis of such property over the outstanding balance of the liabilities of superior priority. Partnership Minimum Gain shall be computed hereunder using the book value of the property for Capital Account purposes, rather than the adjusted tax basis, of Partnership Property in accordance with the Treasury Regulations Section 1.704-2(d)(3).

“Partnership Property” means all real and personal property acquired by the Partnership and any improvements thereto, and shall include both tangible and intangible property.

“Percentage Interest” means, as to a Partner, it percentage interest in the Partnership, as set forth on Appendix II, which may be amended from time to time.

“Profits” and “Losses” means, for each fiscal year or other period, an amount equal to the Partnership’s taxable income or loss for such year or period (including, without limitation, all items of income, gain, loss or deduction allocable to the Partnership in respect of its interests in the Partnership Property for such year or period) determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(2) shall be included in taxable income or loss), with the following adjustments:

(a) Any income of the Partnership that is exempt from Federal income tax and not otherwise taken into account in computing Profits and Losses pursuant to this Section shall be added to such taxable income or loss;

(b) Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits and Losses pursuant to this Section, shall be subtracted from such taxable income or loss;

(c) Gain or loss resulting from any disposition of Partnership Property (including, without limitation, all items of gain or loss resulting from disposition of any property by a Partnership and allocable to the Partnership in respect of its interests therein) with respect to which gain or loss is recognized for Federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

(d) In lieu of the depreciation, amortization, and the cost recovery deductions taken into account for such fiscal year or other period in computing such taxable income or loss, there shall be taken into account Depreciation; and

iv

(e) Notwithstanding any other provision herein, any items which are specially allocated pursuant to Section 16 hereof shall not be taken into account in computing Profits and Losses.

“Property” means, collectively, the real property described more fully on Schedule B hereto and the improvements located thereon, commonly known as the Pennsburg Manor Nursing and Rehabilitation Center located in Pennsburg, Pennsylvania and the Harston Hall Nursing and Convalescent Home located in Flourtown, Pennsylvania.

“Tenant” means Crozer-Genesis Eldercare Limited Partnership, a Pennsylvania limited partnership, as the tenant and facility operator under the Facility Lease, and any other Person who becomes the tenant and/or facility operator under the Facility Lease in accordance with the terms thereof and, during the Covered Period, in compliance with any applicable terms of the Loan Documents (or, if not in compliance with any such applicable terms, then with the consent of the Lender).

“Treasury Regulations” means the income tax regulations promulgated under the Code by the Department of the Treasury.

v

APPENDIX II

PERCENTAGE INTEREST

[INTENTIONALLY OMITTED]

SCHEDULE A

NAMES, ADDRESSES AND CAPITAL CONTRIBUTIONS

[INTENTIONALLY OMITTED]

SCHEDULE B

PROPERTY

[INTENTIONALLY OMITTED]

EX-3.21.4

Exhibit 3.21.4

AMENDMENT TO AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF ET SUB-PENNSBURG MANOR LIMITED PARTNERSHIP, L.L.P.

THIS AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (“Amendment”) is entered into as of the 5^th 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”).

W I T N E S S E T H :

WHEREAS, ET SUB-PENNSBURG MANOR LIMITED PARTNERSHIP, L.L.P., a Delaware limited partnership (the “LP”), was formed pursuant to that certain Certificate of Limited Partnership dated as of January 16, 1998, filed with the Virginia State Corporation Commission (the “Commission”) on January 20, 1998, as amended, the Statement of Registration as a limited liability partnership relating to the LP filed with the Commission, and that certain Agreement of Limited Partnership of ET Sub-Pennsburg Manor Limited Partnership, L.L.P., dated as if January 30, 1998, between ET GENPAR, L.L.C. and the LP, as amended and restated by the Amended and Restated Agreement of Limited Partnership of ET Sub-Pennsburg Manor Limited Partnership, L.L.P., dated as of November 24, 1999, entered into by and between the Limited Partner and the General Partner (the “Agreement”); and

WHEREAS, the Partners desire to amend the Agreement pursuant to Section 23 thereof.

NOW, THEREFORE, the Agreement is hereby amended as follows:

1. Section 2 of the Agreement hereby is deleted in its entirety and, in lieu thereof, is inserted the following: “The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited partnerships may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.”

2. Except as amended herein, the Agreement is hereby confirmed and shall remain in full force and effect.

3. All defined terms used in this Amendment shall have the meanings given them in the Agreement, unless otherwise defined in this Amendment.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has executed this Amendment, or has caused this Amendment to be executed, as of the date first written above.

ET PENNSUBRG FINANCE, L.L.C.
By:	ELDERTRUST OPERATING LIMITED
	PARTNERSHIP, its sole member
By:	ELDERTRUST, its general partner
	By:	/s/ T. Richard Riney
	Name:	T. Richard Riney
	Title:	Secretary
ELDERTRUST OPERATING LIMITED PARTNERSHIP
By:	ELDERTRUST, its general partner
	By:	/s/ T. Richard Riney
	Name:	T. Richard Riney
	Title:	Secretary

- 2 -

EX-3.22.1

Exhibit 3.22.1

CERTIFICATE OF FORMATION

OF

ET PENNSBURG FINANCE, L.L.C.

1. NAME

The name of the limited liability company is ET Pennsburg Finance, L.L.C. (the “LLC”).

2. REGISTERED OFFICE AND AGENT

The address of the LLC’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the LLC’s registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of ET Pennsburg Finance, L.L.C. this 1st day of November, 1999.

By:	/s/ D. Lee McCreary, Jr.
	D. Lee McCreary
	Authorized Person

EX-3.22.2

Exhibit 3.22.2

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

ET PENNSBURG FINANCE, L.L.C.

This Limited Liability Company Operating Agreement of ET PENNSBURG FINANCE, L.L.C. (this “Agreement”), dated as of November 24, 1999, is entered into by and between ET PENNSBURG FINANCE, L.L.C., a Delaware limited liability company (the “Company”) and ELDERTRUST OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership, its sole equity member (the “Equity Member”).

R E C I T A L S:

WHEREAS, the Company was formed under the Delaware Limited Liability Company Act, as amended (the “Act”), by the filing of a certificate of formation with the Secretary of State of the State of Delaware on November 1, 1999;

WHEREAS, ET Genpar L.L.C., a Delaware limited liability company, is the general partner (the “General Partner”) of ET Sub-Pennsburg Manor Limited Partnership, L.L.P., a Virginia limited liability partnership (the “Partnership”);

WHEREAS, pursuant to that certain Assignment and Assumption of Partnership Interest and Consent among the Company, the Equity Member and the General Partner dated as of even date herewith, the General Partner is assigning, and the Company is assuming, all of the General Partner’s right, title and interest as general partner in the Partnership;

WHEREAS, the parties hereto desire to enter into this Agreement for the purpose of setting forth the rights and obligations of, the relationships among, and certain other provisions governing the conduct of the affairs of, the Members (as defined below), the Managers (as defined below), and the Company; and

WHEREAS, certain capitalized terms used herein shall have the meanings ascribed thereto in Article XIV.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, hereby agree as follows:

ARTICLE I

ORGANIZATIONAL AND OTHER MATTERS

SECTION 1.01. Formation; Admission. By its execution and delivery of this Agreement, the Equity Member hereby ratifies the formation of the Company under the provisions of the Act pursuant to the filing of the certificate of formation with the Secretary of State of the State of Delaware and confirms its admission to the Company as the initial Member.

SECTION 1.02. Name. The name of the Company shall be ET Pennsburg Finance, L.L.C., and the business of the Company shall be conducted under such name.

SECTION 1.03. Principal Place of Business. The principal place of business and the principal office of the Company shall be located at 101 East State Street, Suite 101, Kennett Square, Pennsylvania 19348. The Company may have such other or additional offices, either within or without the State of Delaware, as the Managers or officers of the Company shall deem advisable.

SECTION 1.04. Registered Office and Agent. The street address of the initial registered office of the Company shall be 1209 Orange Street, Wilmington, Delaware 19805, and the Company’s registered agent at such address shall be The Corporation Trust Company. The registered office and the registered agent of the Company may be changed by the Board of Managers from time to time in accordance with the then applicable provisions of the Act and any other applicable laws.

ARTICLE II

PURPOSE AND POWERS

SECTION 2.01. Purpose of the Company. The sole purposes of the Company are (i) to act as the general partner of the Partnership; (ii) to exercise all rights and powers, and undertake, be liable for and perform all duties, liabilities and obligations, of the Company under any agreement or instrument to which the Company is or may become a party, or by which its properties or assets may be bound, as contemplated by the Loan Documents or in connection with the performance of its obligations thereunder, or under any applicable law or regulation; and (iii) to engage in any and all activities incident to the foregoing. The Company shall not engage in any business, and shall have no purpose, unrelated to the foregoing.

SECTION 2.02. Powers of the Company. In order to carry out its purposes, the Company shall have and be authorized to exercise all powers conferred by the Act and any other applicable law as in effect from time to time, and shall be empowered and authorized to engage in such lawful acts and activities, as may, in the judgment of the Managers, be necessary or convenient to carry out, promote or attain the purposes set forth in Section 2.01.

SECTION 2.03. Right to Rely on Managers. Any Person dealing with the Company shall be entitled to rely (without further duty of inquiry) upon a certificate signed by any Manager or officer of the Company, as to:

(a) the identity of any Manager, Member, or officer;

(b) the existence or nonexistence of any fact or facts that constitute a condition precedent to acts on behalf of the Company by any Member, Manager or officer or that are in any other manner germane to the affairs of the Company;

(c) the Persons who are authorized to execute and deliver any instrument or document of the Company; or

(d) any other matter whatsoever involving the Company or any Member.

SECTION 2.04. Qualification in Additional Jurisdictions. The Company shall be qualified to do business and maintain its good standing in any jurisdiction in which such qualification is necessary or in which it is deemed desirable by the Managers in carrying out the Company’s business, and pursuant thereto the Managers are authorized to appoint a registered agent and establish a registered office in such jurisdiction to cause the Company to operate in such jurisdiction under another name selected by the Managers, in compliance with the assumed name statute of such jurisdiction, if the Company is not allowed under the laws of the jurisdiction to operate under the name “ET Pennsburg Finance, L.L.C.”

ARTICLE III

MEMBERS

SECTION 3.01. Classes of Members. There shall be two classes of Members of the Company, as follows:

(a) Equity Member. The Equity Member shall be the only Member with an interest in the profits, losses, distributions and capital of the Company. The Equity Member shall have the right to elect and remove the Managers, subject to the provisions of Section 5.03 relating to the removal of, and election of a replacement for, the Independent Manager. Except for the rights specifically granted herein to the Independent Member and as may be expressly required by law, the Equity Member shall be the only Member with any voting rights.

(b) Independent Member. During the Covered Period, the Company shall have an Independent Member. The Independent Member shall be the same Person as the Independent Manager and shall satisfy the requirements for being an Independent Manager set forth in the definition thereof. The Independent Member, as such, shall have no interest in the profits, losses, distributions or capital of the Company. The Independent Member shall be entitled to vote on (i) the granting of consent to a Member with respect to a voluntary or involuntary bankruptcy, insolvency, or other proceeding described in Section 18-304(a) or (b) of the Act; (ii) subject to the provisions of Section 8.01 hereof, the dissolution of the Company following the death, retirement, resignation, expulsion, bankruptcy, or dissolution of a Member, and (iii) such other matters, if any, as may be expressly set forth in this Agreement. At such time as the Company is no longer required to have an Independent Manager pursuant to the terms of this Agreement, then the Independent Member shall no longer be a Member. The Independent Member, as such, shall have no other voting rights. During any period when the Company does not have (and is required under this Section 3.01(b) to have) an Independent Member, the Company shall not take any action requiring the vote or consent of the Independent Member under this Agreement.

SECTION 3.02. Voting. On any matter upon which the Independent Member shall be entitled to vote or grant consent, approval of such matter by the Members shall require the affirmative vote or consent of the Independent Member, and, if the Equity Member is entitled to vote thereon, the Equity Member.

SECTION 3.03. Capital Contributions. Concurrently with or prior to the execution of this Agreement, the Equity Member has made initial contributions to the capital of the Company. The Equity Member shall not be required to make any additional contributions to the capital of the Company. The Equity Member shall be entitled, upon the request of the Company, in its sole

discretion, to contribute additional capital to the Company, on such terms as the Board of Managers may determine. No interest shall accrue on any contribution and the Equity Member shall expressly have no right to withdraw or be repaid or receive any return on any contribution, except in each case as expressly provided in this Agreement. The Independent Member shall not be required to make any contribution to the capital of the Company.

SECTION 3.04. Resignation. The Equity Member shall not be entitled to resign or withdraw from the Company prior to the dissolution and winding up of the Company, unless it shall have transferred all of its interest in the Company to one or more other Persons in accordance with this Agreement and such Person or Persons shall have been admitted as an Equity Member in accordance with this Agreement. The Independent Member shall be entitled to resign only if he or she concurrently is resigning, or is removed, from his or her position as Independent Manager, and the resignation of the Independent Member shall be effective, without any further action by the Independent Member, upon the replacement of such Person assuming the position of Independent Manager, whereupon such replacement shall become the Independent Member.

SECTION 3.05. Federal Income Tax Characterization. For federal income tax purposes, the Company shall be deemed to have a single “member” (as such term is used in the regulations under Section 7701 of the Internal Revenue Code of 1986, as amended) and is intended to be disregarded as a separate entity for federal income tax purposes (and solely for such purposes) pursuant to such Section 7701 and the regulations thereunder.

SECTION 3.06. Duties Among Members. In exercising voting and other rights under this Agreement, no Member (i) shall have any fiduciary duty to the Company or any other Member or (ii) shall be liable for (or otherwise prevented from) exercising such rights in a manner that solely benefits its economic and business interests, without regard to the interests of the Company or the other Members. However, the Members shall be entitled to, and the Independent Member shall be required to, consider the interests of creditors of the Company in exercising voting and other rights under this Agreement or taking any other limited liability company action.

SECTION 3.07. Other Equity Member Activities. The Members acknowledge and understand that the Equity Member and/or one or more of its Affiliates has heretofore engaged and will hereafter engage in business activities which may be the same as or similar to and may compete with the Company’s business (“Other Similar Activities”). Each of the Members hereby agrees that: (a) nothing in this Agreement or in the business relationship between the Members established hereunder shall be deemed to prohibit the Equity Member or its Affiliates from engaging in such Other Similar Activities, and (b) nothing in this Agreement or in the business relationship between the Members established hereunder shall be construed so as to grant to the Independent Member any right, privilege or option to participate in any manner in such Other Similar Activities conducted by the Equity Member or its Affiliates.

ARTICLE IV

DISTRIBUTIONS

SECTION 4.01. Distributions. The Managers from time to time may determine the amount of cash and other property of the Company that is reasonably necessary for the operation of the Company and that is available for distribution to the Equity Member and, in their discretion, may cause the Company to distribute such cash and property to the Equity Member, subject to any limitations imposed by the Act and by the Mortgage and any other contractual obligations of the Company.

ARTICLE V

MANAGEMENT OF THE COMPANY

SECTION 5.01. Management. The business and affairs of the Company shall be managed by its Board of Managers Subject to any nonwaivable provisions of applicable law and compliance with any provisions of this Agreement requiring the approval of one or more Members, the Board of Managers shall have full and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

SECTION 5.02. Number, Tenure and Qualifications of Managers. The Company initially shall have three Managers comprising the “Board of Managers.” The number of Managers that will comprise the entire Board of Managers shall be fixed from time to time by the Equity Member, but in no instance shall there be less than one Manager (in addition to any Independent Manager) and during the Covered Period, the Board of Managers shall include an Independent Manager. Subject to the provisions of Section 5.03 below, the Equity Member may remove any of the Managers at any time and from time to time, with or without cause, and may designate a person to serve as a successor Manager in the event of the death, incapacity, resignation or removal of a Manager. Each person appointed to serve as a Manager shall serve until a successor Manager is appointed as provided hereunder or until such person’s earlier death, resignation, incapacitation or removal.

SECTION 5.03. Independent Manager. During the Covered Period: (i) the Board of Managers shall include one Independent Manager; (ii) the Independent Manager may not be removed other than by the unanimous vote of the Executive Committee for cause; and (iii) if the Independent Manager should resign or be removed, the Executive Committee shall appoint another Person as Independent Manager as promptly as possible; provided that, during any interim period when the Company does not have (but is required under this Section 5.03 to have) an Independent Manager, the Company shall not take any action expressly requiring the vote or consent of the Independent Manager under this Agreement. The Independent Manager shall not voluntarily resign until such time as a replacement has been selected and taken office. In connection with any vote or other act or omission to vote or other act by the Independent Manager under this Agreement or otherwise, the Independent Manager shall owe a fiduciary duty to the Members solely to the extent required by the Act and other applicable law and shall also owe a fiduciary duty to the Company as whole, including but not limited to the creditors of the Company.

SECTION 5.04. Initial Managers. The initial Executive Managers shall be D. Lee McCreary and Stephan P. Seifred, and the initial Independent Manager, who shall assume office upon the commencement of the term of the Mortgage, shall be ET Pennsburg Finance, Inc., a Delaware corporation.

SECTION 5.05. Executive Committee. The Managers other than the Independent Manager shall constitute the Executive Managers of the Company (the “Executive Managers”). The Executive Managers, acting as a committee of the Board of Managers (the “Executive Committee”), shall exercise all of the right, power and authority vested in the Board of Managers by this Agreement or the Act to manage, operate, and control the business and affairs of the Company, other than with respect to actions by the Company for which this Agreement expressly requires the consent or approval of the Independent Manager or one or more Members. The term Managers as used herein shall be deemed to mean the Executive Managers unless the provision of this Agreement containing such term expressly requires the consent or approval of the Independent Manager.

SECTION 5.06. Meetings. Meetings of the Board of Managers or the Executive Committee may be called by any Manager entitled to participate in the meeting or the President, and shall be called by the President upon the request of the Equity Member, upon two (2) days’ notice in writing or by telephone to all Managers entitled to participate in the meeting in writing or by telephone. Meetings may be held by telephone or any other communication by means of which all participating Managers can simultaneously hear each other during the meeting.

SECTION 5.07. Quorum. No action may be taken at a meeting of the Board of Managers or the Executive Committee unless a quorum consisting of a majority of Managers entitled to participate in the meeting is present.

SECTION 5.08. Required Vote; Voting Rights. Except where a greater percentage is expressly required by this Agreement, to be approved, any action by the Board of Managers or the Executive Committee taken at a meeting must be approved by the affirmative vote of Managers with a majority of the votes cast at a meeting at which a quorum exists and, with respect to actions for which this Agreement expressly requires the vote or consent of the Independent Manager, the vote of the Independent Manager. Each Manager present at a meeting and entitled to participate in such meeting shall be entitled to one vote with respect to any action.

SECTION 5.09. Action by Written Consent. Any action to be taken by the Board of Managers or the Executive Committee may be taken without a meeting if consents in writing setting forth the action so taken are signed by the Managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting.

SECTION 5.10. Interests of Certain Persons. The Managers shall be required, in the exercise of their reasonable business judgment, to consider the interest of the creditors of the Company in taking all action on behalf of the Company.

SECTION 5.11. Compensation of Managers. The Managers shall be reimbursed for all reasonable expenses incurred in connection with the performance of their duties as Managers.

In addition, the Independent Manager shall be entitled to reasonable compensation, in an amount determined from time to time by the Executive Committee.

SECTION 5.12. Members Not Agents. The Members shall have no authority to act in the name of and for the Company solely by virtue of being a member of the Company.

SECTION 5.13. Limitation on Authority. During the Covered Period, the Company shall not, and the Managers shall not permit the Company to, incur, create or assume any debt, secured or unsecured, direct or contingent or guarantee or have any consensual contingent obligation for the obligations of any other Person, except for obligations under or permitted under the Mortgage (provided, that this provision shall not be deemed to prohibit customary joint and several obligations between the Company and any other entity constituting a borrower under the Loan Documents or whose property or assets have been pledged to secure obligations under the Loan Documents, indemnification and contribution agreements by the Company and its Affiliates entered into under this Agreement or commercially reasonable indemnification obligations incurred in the ordinary course of business of the Company).

ARTICLE VI

OFFICERS

SECTION 6.01. Number, Qualifications; Election and Term of Office.

(a) The officers of the Company shall consist, at a minimum, of a President, a Secretary, a Treasurer, and such number of Vice Presidents as the Board of Managers may from time to time deem advisable. Any two or more offices may be held by the same person.

(b) The officers of the Company shall be elected by the Board of Managers. Each officer shall hold office until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal.

SECTION 6.02. Initial Officers. The initial officers of the Company shall be as follows:

D. Lee McCreary	President, Secretary and Treasurer
Stephan P. Seifred	Vice President
Kevin Smith	Assistant Secretary

SECTION 6.03. Resignation. Any officer may resign at any time by giving written notice of such resignation to the Board of Managers or to the President or the Secretary. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Managers or by such officer and the acceptance of such resignation shall not be necessary to make it effective.

SECTION 6.04. Removal. Any officer may be removed, either with or without cause, and a successor elected, by a majority vote of the Board of Managers. The officers and agents appointed in accordance with the provisions of Section 6.10 may be removed, either with or without cause, by a majority vote of the Board of Managers or by any superior officer or agent upon whom such power of removal shall have been conferred by the Board of Managers.

SECTION 6.05. Vacancies. A vacancy in any office specifically designated in Section 6.01 by reason of death, resignation, inability to act, removal or any other cause shall be filled by a majority vote of the Board of Managers. In the case of a vacancy occurring in the office of an officer or agent appointed in accordance with the provisions of Section 6.10, such vacancy may be filled by vote of the Board of Managers or by any officer or agent upon whom such power shall have been conferred by the Board of Managers.

SECTION 6.06. President. The President of the Company, subject to the direction of the Board of Managers, shall have general charge of the day-to-day operations, business, affairs and property of the Company and general supervision over its officers and agents. In general, he or she shall perform all duties incident to the office of President and chief operating officer and shall see that all orders and resolutions of the Board of Managers are carried into effect.

SECTION 6.07. Vice-Presidents. During the absence or disability of the President, the Vice-President(s) and, if there be more than one, in such order of seniority as may be determined by the President, shall exercise all the functions of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice-President shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Board of Managers.

SECTION 6.08. Secretary. The Secretary shall:

(a) record all the proceedings of the Members, the Board of Managers, and the Executive Committee in a book to be kept for that purpose;

(b) cause all notices to be duly given in accordance with the provisions of this Agreement and as required by statute;

(c) be custodian of the records and of the Company;

(d) see that the books, reports, statements, certificates and all other documents and records of the Company required by statute or this Agreement are properly kept and filed; and

(e) in general, perform all duties incident to the office of Secretary and such other duties as are given to him or her by this Agreement or as from time to time may be assigned to him or her by the Board of Managers or the President.

SECTION 6.09. Treasurer. The Treasurer shall:

(a) have charge of and supervision over and be responsible for the funds, securities, receipts and disbursements of the Company;

(b) cause the moneys and other valuable effects of the Company to be deposited in the name and to the credit of the Company in such banks or trust companies as the Board of Managers may select or may be required by the Mortgage or as may be selected by any officer or officers or agent or agents authorized so to do by the Board of Managers;

(c) cause the funds of the Company to be disbursed by checks or drafts, with such signatures as may be authorized by the Board of Managers, upon the authorized depositories of the Company, and cause to be taken and preserved proper vouchers for all moneys disbursed;

(d) render to the President or the Board of Managers whenever requested a statement of the financial condition of the Company and of all his or her transactions as Treasurer;

(e) keep the books of account of all the business and transactions of the Company;

(f) be empowered to require from all officers or agents of the Company reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Company; and

(g) in general, perform all duties incident to the office of Treasurer and such other duties as are given to him or her by this Agreement or as from time to time may be assigned to him or her by the Board of Managers or the President.

SECTION 6.10. Subordinate Officers and Agents. The Board of Managers may from time to time appoint such other officers and agents, or may authorize any officer designated in Section 6.01 to appoint such other officers and agents, as it may deem necessary or advisable, to hold office for such period, have such authority and perform such duties as the Board of Managers, or such other officers, may from time to time determine.

SECTION 6.11. Execution of Instruments. All checks, drafts, bills of exchange, acceptances, bonds, endorsements, notes or other obligations or evidences of indebtedness of the Company, and all deeds, mortgages, indentures, bills of sale, conveyances, endorsements, assignments, transfers stock powers or other instruments of transfer, contracts, agreements, dividend or other orders, powers of attorney, proxies, waivers, consents, returns, reports, certificates, demands, notices or documents, and other instruments or rights of any nature may be signed, executed, verified, acknowledged and delivered by the President, any Vice President, the Treasurer or such other officer or officers or such other person or persons (whether or not officers, agents or employees of the Company) as the Board of Managers may from time to time designate.

SECTION 6.12. Compensation. The salaries or other compensation, if any, of the officers shall be fixed from time to time by the Board of Managers and no officer shall be prevented from receiving such salary or any compensation by reason of the fact that he or she is also a Manager of the Company. The Board of Managers may delegate to any officer or agent the power to fix from time to time the salaries or other compensation, if any, of officers or agents appointed in accordance with the provisions of Section 6.10.

ARTICLE VII

LIMITATION ON LIABILITY; INDEMNIFICATION

SECTION 7.01. Limitation on Liability. The debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company. None of the Members, the Managers, or any stockholders, directors, partners, officers, agents or employees of any Member or the Company, shall be

obligated personally for any debt, obligation, or liability of the Company solely by reason of his, her, or its status as such Member, Manager, stockholder, director, partner, officer, agent or employee. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Members, the Managers, or any stockholder, director, partner, officer, agent or employee of any Member or the Company for liabilities of the Company.

SECTION 7.02. Indemnification.

(a) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed by such Covered Person to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(b) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

(c) To the extent that, at law or in equity, a Covered Person has duties (which may include fiduciary duties) and liabilities relating thereto to the Company or any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the Covered Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person.

(d) The Company shall indemnify and hold harmless each Covered Person, to the fullest extent permitted by applicable law, for any loss, damage or claim incurred by such Covered Person, including reasonable attorney’s fees incurred in connection therewith, by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed by such Covered Person to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this subsection (d) shall be provided out of and to the extent of Company assets only, after payment of all amounts then due and owing under the Loan Documents, and no Covered Person shall have any personal liability on account thereof.

(e) The Company shall purchase and maintain insurance, to the extent and in such amounts as the Managers determine to be commercially reasonable, on behalf of Covered Persons and such other Persons as the Managers shall determine, against any liability that may be asserted against or expense that may be incurred by any such Covered Person or other indemnitee in connection with the activities of the Company or such indemnitees. The Company may enter into indemnity contracts with Covered Persons or other indemnitees and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations and containing such other procedures regarding indemnification as are appropriate.

(f) The Company may (and, in the case of the Independent Member and the Independent Manager, shall) advance expenses (including attorneys’ fees) incurred by an Indemnitee in advance of the final disposition of an action, suit, or proceeding upon the receipt of an undertaking by or on behalf of the Covered Person to repay such amount if it shall ultimately be determined that such Covered Person is not entitled to indemnification under this Article 7.

ARTICLE VIII

DISSOLUTION AND LIQUIDATION

SECTION 8.01. The Company shall dissolve, and its affairs shall be wound up, solely upon the first to occur of the following, unless the Members eligible to vote elect to continue the Company to the extent permitted under the Act:

(a) July 31, 2096;

(b) at the time specified in a written consent of the Equity Member, provided that the Company shall not be dissolved during the Covered Period;

(c) at any time that there are no remaining Members, provided that the Company shall not be dissolved and is not required to be wound up if, within 90 days after the occurrence of the event that terminated the continued membership of the last remaining Member, (i) the personal representative of the last remaining Member agrees in writing to continue the Company and to the admission of the personal representative of such Member or its nominee or designee to the Company as a Member, effective as of the occurrence of the event that terminated the continued membership of the last remaining Member, or (ii) the Managers, by a unanimous vote (including the Independent Manager during the Covered Period), elect to continue the Company and designate a Person as a Member (with or without an equity interest) of the Company; or

(d) at the time specified in a decree of judicial dissolution under the Act.

The death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member shall not cause the Company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the Company shall be continued without dissolution, unless, within 90 days following the occurrence of such event, all Members eligible to vote agree in writing to dissolve the Company; provided, however, that during the Covered Period, the Company shall not be dissolved upon the occurrence of any such event.

The foregoing constitute the only events upon which the Company shall be dissolved and its affairs wound up, notwithstanding any provisions of the Act.

The events of bankruptcy of a Member described in Sections 18-304(a) and (b) of the Act shall not cause such Member to cease to be a Member of the Company, and upon the occurrence of such an event, the business of the Company shall be continued without dissolution

SECTION 8.02. Upon the dissolution of the Company, unless its business is continued as provided in the Act, the Managers shall wind up the affairs of the Company.

SECTION 8.03. Upon the winding up and termination of the Company in accordance with the Act, the assets of the Company shall be distributed in the following order:

(i) First, to the payment of the debts and liabilities of the Company (excluding any loans or advances made by any of the Members (or Affiliates of the Equity Member) to the Company and the expenses of liquidation;

(ii) Second, to the creation of any reserves which the Managers deem reasonably necessary for the payment of any contingent or unforeseen liabilities or obligations of the Company or Members (to the extent the Company is liable therefor) arising out of or in connection with the business and operation of the Company;

(iii) Third, to the payment of any loans or advances made by any of the Members to the Company; and

(iv) Thereafter, to the Equity Member.

SECTION 8.04. When all debts, liabilities, and obligations of the Company have been paid and discharged, or adequate provisions have been made therefor and all remaining property and assets of the Company have been distributed to the Equity Member, a certificate of cancellation shall be prepared, executed, and filed in accordance with the Act.

ARTICLE IX

TRANSFER OF MEMBERSHIP INTERESTS

SECTION 9.01. Interest of Equity Member. The Equity Member shall not assign or transfer all of its membership interests in the Company at any time to any Person without the written consent of the other Members, provided that the Equity Member may assign or transfer all of its membership interests in the Company to any Qualified Affiliate (subject to the limitations contained in Section 9.03).

SECTION 9.02. Interest of Independent Member. The Independent Member shall not have any right to assign or transfer its membership interest or rights as an Independent Member. Such membership interest and rights shall be exercised solely through the Person who is the Independent Manager from time to time.

SECTION 9.03. Notwithstanding anything to the contrary contained herein, during the Covered Period, no direct or indirect transfer of an equity membership interest in the

Company may be made (i) such that the transferee owns, in the aggregate with the equity membership interests of its Affiliates and family members, more than a 49% equity interest in the Company or (ii) that would violate any provision of the Mortgage, unless such transfer is approved by the Lender, conditioned upon the delivery of an acceptable non-consolidation opinion and upon confirmation from the applicable rating agencies that such a transfer will not result in a qualification, withdrawal or downgrade of any rating assigned to any outstanding mortgage-backed securities relating to the Mortgage; provided, however, that the foregoing provisions of this Section 9.03 shall not apply to any indirect transfer of an equity membership interest in the Company resulting from the transfer of stock or other ownership interests in, or a merger, consolidation or other business combination involving, (i) any direct or indirect owner of an equity membership interest in the Company whose stock or other ownership interests are traded on a national securities exchange, or (ii) any direct or indirect owner of stock or ownership interests in an entity referred to in clause (i) of this proviso.

ARTICLE X

SEPARATENESS REQUIREMENTS

SECTION 10.01. Notwithstanding anything to the contrary contained herein, during the Covered Period, the Company and each Member agree that the Company, will:

(a) maintain its books and records and bank accounts separate from those of any other Person (except that, for accounting and reporting purposes, the Company may be included in the consolidated financial statements of an equity owner of the Company in accordance with GAAP);

(b) maintain an arm’s length relationship with its Members, other Affiliates and any other party furnishing services to it;

(c) maintain its books, records, resolutions and agreements as official records;

(d) conduct its business in its own name and through its own authorized officers;

(e) prepare and maintain its financial statements, accounting records and other entity documents separate from those of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (a) above);

(f) except as contemplated under the Loan Documents and under the provisions of paragraph (h) below, pay its own liabilities out of its own funds and assets;

(g) observe all limited liability company formalities necessary to maintain its identity as an entity separate and distinct from the Equity Member and all of its other Affiliates;

(h) participate in the fair and reasonable allocation, and pay its share, of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities;

(i) use its own stationery, invoices and checks (except when acting in a representative capacity, in which event such capacity shall be disclosed);

(j) hold and identify itself as a separate and distinct entity under its own name and not as a division or part of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (a) above);

(k) except as may otherwise be contemplated by the Loan Documents, deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name;

(l) hold its assets in its own name, except as contemplated under the Loan Documents;

(m) maintain a sufficient number of employees (which may be zero) for its contemplated business and pay the salaries of such employees from its own funds; and

(n) maintain adequate capital for the conduct of its business.

SECTION 10.02. Notwithstanding anything to the contrary contained herein, during the Covered Period, the Company, and each Member agrees that the Company, will not:

(a) seek or consent to any dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its assets;

(b) fail to correct any known misunderstanding regarding its separate identity;

(c) except as otherwise contemplated under the Loan Documents, commingle its funds or other assets with those of any other Person;

(d) assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person, except as otherwise contemplated or permitted by the Loan Documents (provided, that this provision shall not be deemed to prohibit customary joint and several obligations between the Company and any other entity constituting a borrower under the Loan Documents or whose property or assets have been pledged to secure obligations under the Loan Documents, indemnification and contribution agreements by the Company and its Affiliates entered into under this Agreement or commercially reasonable indemnification obligations incurred in the ordinary course of business of the Company);

(e) acquire obligations or securities of its Members;

(f) pledge any of its assets for the benefit of any other Person, except as otherwise contemplated or permitted by the Loan Documents;

(g) make any loans to any other Person, or buy or hold evidence of indebtedness issued by any other Person (except as provided in the Loan Documents);

(h) identify its Members or any of its Affiliates as a division or part of it (except for inclusion in consolidated financial statements of an equity owner);

(i) engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity;

(j) engage in any business activity or operate for any purpose other than as stated in Section 2.01 of this Agreement;

(k) have or create any subsidiaries, or hold any equity interest in any other Person (except to the extent permitted under the Loan Documents and except for the general partner interest held by the Company in the Partnership); or

(l) fail to file separate federal or state income tax returns, if required by applicable law.

SECTION 10.03. Notwithstanding anything to the contrary contained herein, during the Covered Period, each Equity Member will:

(a) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Company and all of its other Affiliates;

(b) hold itself out as a separate and distinct entity from the Company and not identify the Company as a division of the Equity Member;

(c) maintain its books and records and bank accounts separate from any other Person (except that, for accounting and reporting purposes, the Equity Member may be included in the consolidated financial statements of an equity owner of the Equity Member in accordance with GAAP); and

(d) hold its assets in its own name.

ARTICLE XI

SPECIAL VOTING MATTERS

SECTION 11.01. Sale, Consolidation, Merger. Subject to the provisions of Section 10.02(a) hereof, the Company shall not, without the approval of the Equity Member, consolidate, merge or sell all or substantially all of its assets.

SECTION 11.02. Bankruptcy. The Company shall not, without the approval of the Equity Member and the affirmative vote of all the Managers, including (during the Covered Period) the affirmative vote of the Independent Member and the Independent Manager (which shall be granted only if such action is approved by the Independent Director), institute proceedings for the Company to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company, or file a petition with respect to the Company or consent to a petition with respect to the Company seeking

reorganization or relief under any applicable Federal or state laws relating to bankruptcy or insolvency, or appoint or consent to the appointment of receiver, liquidator, custodian, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its properties, or make any assignment for the benefit of creditors, or except as required by law, admit in writing the inability to pay its debts generally as they become due, or take any action as a limited liability company in furtherance of any such action.

ARTICLE XII

AMENDMENT

SECTION 12.01. This Agreement may be amended or modified by a written instrument executed by the Equity Member. Notwithstanding the foregoing, during the Covered Period, the provisions of Sections 2.01, 3.01(b), 3.02, 3.03 (last sentence), 3.04, 3.06, 5.02, 5.03, 5.08, 5.10, 5.11 (second sentence), 5.13, 8.01, 9.01, 9.02, 9.03, 10.01, 10.02, 10.03, 11.01, 11.02, and this Section 12.01, and the definitions set forth in Article XIV of the defined terms used in the foregoing provisions, shall not be amended without the written consent of the Lender, and only upon confirmation from the applicable rating agencies that such amendment will not result in a qualification, withdrawal or downgrade of any rating assigned to any mortgage-backed securities relating to the Mortgage.

ARTICLE XIII

MISCELLANEOUS

SECTION 13.01. Enforceability. If any provision of this Agreement or the application thereof to any Person or circumstances shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other Persons or circumstances shall not be affected thereby and shall enforced to the greatest extent permitted by law.

SECTION 13.02. Effect of Provisions Inconsistent with Act. It is the intention of the parties that any provision hereof that is inconsistent with the provisions of the Act be given effect to the maximum extent permitted under the Act.

SECTION 13.03. Binding Effect. The terms and provisions of this Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Members.

SECTION 13.04. Governing Law. The terms and provisions of this Agreement shall be construed under the laws of the State of Delaware and the Act as now adopted or as it may be hereafter amended shall govern the interpretation of this Agreement.

SECTION 13.05. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

SECTION 13.06. Entire Agreement. This Agreement, unless subsequently amended, contains the final and entire agreement among the parties hereto, but only with respect to the subject matter addressed herein.

SECTION 13.07. Approvals. In the event that a Member (including the Independent Member) having a right to vote (or consent) takes no action within ten business days (or, if a time is specified in this Agreement, then within such specified time) subsequent to receipt of the documents or agreements subject to said approval (or consent), the approval (or consent) of said Member shall be deemed not to have been given.

SECTION 13.08. Effect of Consent or Waiver. No consent or waiver, express or implied, by any Member to or of any breach or default by any other Member in the performance by such other Member of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default by such other Member in the performance by such other Member of the same or any other obligations of such Member hereunder. Failure on the part of any Member to object to or complain of any act or failure to act of any of the other Members or to declare any of the other Members in default, irrespective of how long such failure continues, shall not constitute a waiver by any such Member of its rights hereunder.

SECTION 13.09. No Third Party Beneficiaries. The provisions of this Agreement shall not be for the benefit of, nor shall they be enforceable by, any Person who is not a party to this Agreement.

SECTION 13.10. No Partnership Intended for Non-Tax Purposes. The Members have formed the Company under the Act, and expressly do not intend hereby to form a partnership under either the Delaware General Partnership Act nor the Delaware Revised Uniform Limited Partnership Act. The Members do not intend to be partners one to another, or partners as to any third party. To the extent any Member, by word or action, represents to another Person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall be liable to any other Member who incurs personal liability by reason of such wrongful representation.

SECTION 13.11. Notices. Any Notice, demand, request or communication to the Members required to be given, served or sent pursuant to this Agreement shall be in writing and shall be mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, or transmitted by hand delivery (including delivery by courier a nationally recognized commercial delivery service), telegram, telex or facsimile transmission, addressed as follows:

If to Equity Member:

101 East State Street

Suite 101

Kennett Square, Pennsylvania 19348

Attn: D. Lee McCreary

If to Independent Member: to the address provided by the Independent Member to the Company.

Each party may designate by Notice in writing a new address to which any Notice, demand, request or communication may thereafter be so given, served or sent. Each Notice, demand, request, or communication which shall be mailed, delivered or transmitted in the manner described above shall be deemed sufficiently given, served, sent and received for all

purposes at such time as it is delivered to the addressee (with the return receipt, delivery receipt, the affidavit of messenger or (with respect to a telex) the answer back being deemed conclusive (but not exclusive) evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

SECTION 13.12. References. References herein to the singular shall include the plural and to the plural shall include the singular, and references to one gender shall include the others, except where the same shall not be appropriate.

SECTION 13.13. Titles and Captions. Article and section titles or captions contained in this Agreement are for convenience only and shall not be deemed a part of the content of this Agreement.

SECTION 13.14. Jurisdiction and Service of Process. Each of the Members hereby irrevocably submits to the exclusive jurisdiction of any state court located in the city of Wilmington, Delaware and any federal court in the state of Delaware and any other court with jurisdiction to hear appeals from such courts for the purposes of any suit, action or other proceeding of any type whatsoever arising solely out of this Agreement, and to the extent permitted by applicable law, hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

ARTICLE XIV

DEFINITIONS

As used herein, the following capitalized terms have the meanings set forth below:

“Act” means the Delaware Limited Liability Company Act, as it may be amended from time to time.

“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person.

“Agreement” has the meaning ascribed thereto in the Preamble.

“Board of Managers” has the meaning ascribed thereto in Section 5.02.

“Company” has the meaning ascribed thereto in the Preamble.

“control” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Covered Period” means that period of time commencing on the Effective Date and ending at such time as the Debt under the Mortgage shall be paid in full.

“Covered Person” means any Manager (including the Independent Manager), any Member (including the Independent Member), any Affiliate of any Member, or any officers, directors, shareholders, partners, employees, trustees, representatives or agents of the Company, any Member or any Affiliates thereof, and each of their successors, assigns, heirs and representatives.

“Debt” has the meaning ascribed to it in the Mortgage.

“Effective Date” means the date on which the Mortgage becomes effective.

“ElderTrust” means ElderTrust, a Maryland real estate investment trust.

“Equity Member” has the meaning ascribed thereto in Section 3.01(a).

“Executive Committee” has the meaning ascribed thereto in Section 5.05.

“GAAP” means generally accepted accounting principles.

“Independent Director” means a person who is not at, and has not been within the five years prior to, the time of his or her appointment and will not be serving as: (i) an officer, director, general partner, manager, employee, or an owner of any equity securities of the Independent Manager or any of its Affiliates (other than an owner of a de minimis amount of the equity securities of any Affiliate of the Independent Manager which has a class of securities registered under the Securities Act of 1934); (ii) a customer of, or supplier or service provider (including professionals) that receives any of its revenues from its activities with the Independent Manager or any Affiliate of the Independent Manager, such that such individual’s annual revenues derived from the Independent Manager and Affiliate of the Independent Manager exceeds 1% of such individual’s aggregate annual revenues; (iii) a person or other entity controlling or under the common control of any such equity owner, supplier, customer, or service provider; or (iv) a spouse, parent, sibling, child or grandchild of any person described in (i), (ii) or (iii); provided, however, that a person shall not be deemed to be a director or manager of an Affiliate of the Independent Manager solely by reason of serving as an independent director, independent manager or independent member of another single purpose entity that is an Affiliate of the Independent Manager; and provided further, that a Person shall not be disqualified from being an Independent Director solely by reason of such Person serving as an independent director or manager of another single purpose entity that would otherwise be deemed to be an Affiliate because they are under common control.

“Independent Manager” means a corporation that (i) is wholly owned by ElderTrust; (ii) has as its sole assets interests in the Company or any other Person that is a borrower, or the general partner of a borrower, under the Mortgage; (iii) has one Independent Director duly appointed to its board of directors; and (iv) is a single-purpose entity.

“Independent Member” has the meaning ascribed thereto in Section 3.01(b).

“Lender” means Morgan Guaranty Trust Company of New York, or any of its successors and assigns under the Mortgage.

“Loan Documents” means the Mortgage and the promissory notes, mortgages, security agreements, subordination and nondisturbance agreements, assignments of leases and rents and other agreements, instruments and documents entered into by or on behalf of the Company in connection with the Mortgage.

“Manager” means a Person named in Section 5.04 as a Manager of the Company or hereafter appointed as a Manager pursuant to the terms of this Agreement, including the Independent Manager.

“Member” means an Equity Member or the Independent Member.

“Mortgage” means that certain Mortgage and Security Agreement from the Partnership to Lender dated as of November 24, 1999.

“Notice” means a writing, containing the information required by the Agreement to be communicated to any Person, given in accordance with Section 13.11.

“Other Similar Activities” has the meaning ascribed thereto in Section 3.07.

“Person” means a natural person, partnership (whether general or limited), trust, estate, association, corporation, limited liability company, unincorporated organization, custodian, nominee or any other individual or entity in its own or any representative capacity.

“Property” means, collectively, the real property described more fully on Schedule A hereto and the improvements located thereon, commonly known as the Pennsburg Manor Nursing and Rehabilitation Center, located in Pennsburg, Pennsylvania and the Harston Hall Nursing and Convalescent Home, located in Flourtown, Pennsylvania.

“Qualified Affiliate” means any Person directly or indirectly wholly owned and controlled by the Equity Member.

IN WITNESS WHEREOF, the undersigned have caused this Limited Liability Company Operating Agreement to be duly executed on their behalf as of the date first written above.

ET PENNSBURG FINANCE, L.L.C.
By:	/s/ D. Lee McCreary
Name:	D. Lee McCreary
Title:	President
ELDERTRUST OPERATING LIMITED PARTNERSHIP
By:		ElderTrust, general partner
		By:	/s/ D. Lee McCreary
		Name:	D. Lee McCreary
		Title:	President

Schedule A

[INTENTIONALLY OMITTED]

- 1 -

JOINDER OF INDEPENDENT MEMBER AND INDEPENDENT MANAGER

ET Pennsburg Finance, Inc., a Delaware corporation, by the signature below of its duly authorized officer, joins the foregoing Limited Liability Company Operating Agreement of ET Pennsburg Finance, L.L.C. as the Independent Member and Independent Manager of such limited liability company effective as of November 24, 1999.

ET Pennsburg Finance, Inc., a Delaware corporation
By:	/s/ D. Lee McCreary
Name:	D. Lee McCreary
Title:	President

EX-3.22.3

Exhibit 3.22.3

AMENDMENT TO

LIMITED LIABILITY COMPANY AGREEMENT

OF ET PENNSBURG FINANCE, L.L.C.

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”).

W I T N E S S E T H :

WHEREAS, the Operating Partnership, being the sole equity member of the ET PENNSBURG FINANCE, L.L.C., a Delaware limited liability company (the “LLC”), formed the LLC pursuant to that certain Certificate of Formation, filed with the Delaware Secretary of State on November 1, 1999, as amended, and that certain Limited Liability Company Operating Agreement of ET Pennsburg Finance, L.L.C., dated as of November 24, 1999 (the “Agreement”); and

WHEREAS, the Operating Partnership, being the Equity Member of the LLC, desires to amend the Agreement pursuant to Section 12.01 thereof.

NOW, THEREFORE, the Agreement is hereby amended as follows:

1. Section 2.01 of the Agreement hereby is deleted in its entirety and, in lieu thereof, is inserted the following: “The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.”

2. Except as amended herein, the Agreement is hereby confirmed and shall remain in full force and effect.

3. All defined terms used in this Amendment shall have the meanings given them in the Agreement, unless otherwise defined in this Amendment.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has executed this Amendment, or has caused this Amendment to be executed, as of the date first written above.

ELDERTRUST OPERATING LIMITED PARTNERSHIP
By:	ELDERTRUST, its general partner
	By:	/s/ T. Richard Riney
	Name:	T. Richard Riney
	Title:	Secretary

- 2 -

EX-3.23.1

Exhibit 3.23.1

CERTIFICATE OF FORMATION

OF

ET SUB-PHILLIPSBURG I, L.L.C.

1. NAME

The name of the limited liability company is ET Sub-Phillipsburg I, L.L.C. (the “LLC”).

2. REGISTERED OFFICE AND AGENT

The address of the LLC’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the LLC’s registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of ET Sub-Phillipsburg I, L.L.C. this 13th day of January, 1998.

By:	ElderTrust Operating Limited     Partnership, sole member
	By:	ElderTrust Realty Group, Inc., general partner
		By:	/s/ D. Lee McCreary, Jr.
			D. Lee McCreary, Jr.
			Vice President and Secretary

EX-3.23.2

Exhibit 3.23.2

LIMITED LIABILITY COMPANY AGREEMENT

OF

ET SUB-PHILLIPSBURG I, L.L.C.

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

Recitals

A. A Certificate of Formation dated January 13, 1998 (the “Certificate”) has been filed by the Member to form a limited liability company under the name “ET Sub-Phillipsburg I, L.L.C.” pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended (6 Del. C. § 18-101, et seq.) (the “Act”).

B. By executing this Agreement, the Member hereby (i) ratifies the formation of the LLC and the filing of the Certificate and (ii) continues the existence of the LLC.

C. The Member and the LLC hereby adopt this Agreement to set forth the terms governing the affairs of the LLC and the conduct of its business.

Terms of Agreement

1. Name. The name of the LLC is ET Sub-Phillipsburg, L.L.C. The Member may change the name of the LLC from time to time.

2. Purpose and Powers. The LLC may carry on any lawful business purpose or activity for which a limited liability company may be organized under the Act. The LLC shall have all power necessary or convenient to the conduct, promotion or attainment of its business, purposes and activities.

3. Registered Office and Agent. The address of the LLC’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of the LLC’s registered agent at such address is The Corporation Trust Company.

4. Member. ElderTrust Operating Limited Partnership is the sole member of the LLC. The address of the Member is 415 McFarlan Road, Suite 202, Kennett Square, Pennsylvania 19348.

5. Management by Member. Responsibility for the management of the business and affairs of the LLC shall be vested in the Member, which shall have all right, power and authority to manage, operate and control the business and affairs of the LLC and to do or cause to be done any and all acts, at the expense of the LLC, deemed by it to be necessary or convenient to the furtherance of the purpose of the LLC described in this Agreement, and all

powers, statutory or otherwise, possessed by members of a limited liability company under the Act. Without limiting the generality of the foregoing, the Member may appoint, remove and replace officers of the LLC at any time and from time to time, and the Member, in its sole discretion, may retain such persons or entities (including any person or entity in which the Member shall have an interest or of which the Member is an affiliate) as it shall determine to provide services to or on behalf of the LLC for such compensation as the Member deems appropriate. The Member is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the Certificate and any amendments or restatements thereof required by law.

6. Term. The life of the LLC shall be perpetual; provided, however, that the LLC shall dissolve, and its affairs shall be wound up at the election of the Member or upon the occurrence of an event of dissolution under the Act; provided, further, however, that upon the occurrence of an event of dissolution under the Act, the Member may elect to continue the LLC to the extent permitted under the Act.

7. Capital Contributions. As of the date of this Agreement, the Member has made an initial contribution to the capital of the LLC as set forth on Exhibit A. Except to the extent required under the Act, the Member shall not be required to make any additional contributions to the capital of the LLC.

8. Limitation on Liability; Indemnification.

a) Except as otherwise provided in the Act, the debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC. None of the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC, shall be obligated personally for any debt, obligation or liability of the LLC solely by reason of the fact that he, she or it (i) is or was such Member, partner in the Member or officer, trustee, director, employee or agent of any partner in the Member, or officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, partner, venturer, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, sole proprietorship, trust, employee benefit plan or other enterprise. The failure of the LLC to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC, for any liabilities of the LLC.

b) The LLC shall indemnify and hold harmless the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC (individually, in each case, an “Indemnitee”), to the fullest extent permitted by law from and

- 2 -

against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether threatened, pending or completed and whether civil, criminal, administrative, arbitrative or investigative, including, without limitation, any appeal to any such claim, demand, action, suit or proceeding and any inquiry or investigation that could lead to such claim, demand, action, suit or proceeding, arising out of or incidental to the business or activities of or relating to the LLC and in which any such Indemnitee may be, or may have been, involved, or threatened to be involved, as a party or otherwise, by reason of the fact that he, she or it (i) is or was the Member, a partner in the Member or an officer, trustee, director, employee or agent of any partner in the Member, or an officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, to the fullest extent permitted under the Act, as the same exists or may hereafter be amended, regardless of whether the Indemnitee continues to be the Member, a partner in the Member or an officer, trustee, director, employee or agent of any partner in the Member, or an officer, employee or agent of the LLC, at the time any such liability or expense is paid or incurred; provided, however, that this provision shall not eliminate or limit the liability of an Indemnitee (i) for any breach of the Indemnitee’s duty of loyalty to the LLC or its Member or (ii) for acts or omissions which involve intentional misconduct, gross negligence or a knowing violation of law. Any right of an Indemnitee under this Section 8 shall be a contract right and as such shall run to the benefit of such Indemnitee. Any repeal or amendment of this Section 8 shall be prospective only and shall not limit the rights of any such Indemnitee or the obligations of the LLC with respect to any claim arising from or related to the status or the services of such Indemnitee in any of the foregoing capacities prior to any such repeal or amendment to this Section 8. Such right shall include the right to be paid by the LLC expenses incurred in investigating or defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Act, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the LLC within sixty (60) days after a written claim has been received by the LLC, the claimant may at any time thereafter bring suit against the LLC to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under the Act, but the burden of proving such defense shall be on the LLC. Neither the failure of the LLC to have made its determination prior

- 3 -

to the commencement of such action that indemnification of, or advancement of costs of defense to, the Indemnitee is permissible in the circumstances nor an actual determination by the LLC that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event of the death of any Indemnitee, such right shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights conferred above shall not be exclusive of any other right which any Indemnitee may have or hereafter acquire under any statute, resolution, agreement or otherwise. If authorized by the Member, the LLC may purchase and maintain insurance on behalf of any Indemnitee to the full extent permitted by the Act.

9. Distributions. The Member from time to time, in its sole discretion, shall determine the amount of cash and other property of the LLC that is not reasonably necessary for the operation of the LLC and is available for distribution to the Member and shall cause the LLC to distribute such cash and property to the Member, subject to the Act.

10. Assignment of Interest. The Member from time to time may assign or transfer all or any part of its interest in the LLC, including granting security interests in such interest.

11. Winding Up and Distribution Upon Dissolution. Upon dissolution of the LLC, the Member shall wind up the business and affairs of the LLC and shall cause all property and assets of the LLC to be distributed as follows:

a) first, all of the LLC’s debts, liabilities and obligations, including any loans or advances from the Member, shall be paid in full or reserves therefor shall be set aside; and

b) any remaining assets shall be distributed to the Member.

12. Amendments. The Member and the LLC may at any time and from time to time amend this Agreement by executing a written amendment signed by authorized representatives of both parties.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (but not including the choice of law rules thereof), including, without limitation, the Act.

- 4 -

IN WITNESS WHEREOF, the LLC and the Member have executed this Agreement as of the date first set forth above.

LLC:
ET SUB-PHILLIPSBURG I, L.L.C.
By:	ElderTrust Operating Limited Partnership, Sole Member
	By:	ElderTrust, General Partner
		By:	/s/ D. Lee McCreary, Jr.
		Name:	D. Lee McCreary, Jr.
		Title:	Vice President and Secretary
MEMBER:
ELDERTRUST OPERATING LIMITED PARTNERSHIP
By:	ElderTrust, General Partner
	By:	/s/ D. Lee McCreary, Jr.
	Name:	D. Lee McCreary, Jr.
	Title:	Vice President and Secretary

- 5 -

EXHIBIT A

MEMBER’S CAPITAL CONTRIBUTION

[INTENTIONALLY OMITTED]

EX-3.24.1

Exhibit 3.24.1

CERTIFICATE OF FORMATION

OF

ET SUB-PLEASANT VIEW, L.L.C.

1. NAME

The name of the limited liability company is ET Sub-Pleasant View, L.L.C. (the “LLC”).

2. REGISTERED OFFICE AND AGENT

The address of the LLC’s registered office in the State of Delaware is 1209 Orange Street. in the City of Wilmington, County of New Castle. The name of the LLC’s registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of ET Sub-Pleasant View, L.L.C. this 13th day of January, 1998.

By:	ElderTrust Operating Limited     Partnership, sole member
	By:	ElderTrust Realty Group, Inc., general partner
		By:	/s/ D. Lee McCreary, Jr.
			D. Lee McCreary, Jr.
			Vice President and Secretary

EX-3.24.2

Exhibit 3.24.2

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

ET SUB-PLEASANT VIEW, L.L.C.

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”).

R E C I T A L S:

WHEREAS, the Company was formed under the Delaware Limited Liability Company Act, as amended (the “Act”), by the filing of a certificate of formation with the Secretary of State of the State of Delaware on January 13, 1998;

WHEREAS, the Company currently exists under the Act pursuant to that certain Limited Liability Company Operating Agreement of ET Sub-Pleasant View, L.L.C. dated as of January 30, 1998 (the “Initial Operating Agreement”);

WHEREAS, the parties hereto desire to enter into this Agreement for the purpose of amending and restating the Initial Operating Agreement in its entirety to set forth the rights and obligations of, the relationships among, and certain other provisions governing the conduct of the affairs of, the Members (as defined below), the Managers (as defined below), and the Company; and

WHEREAS, certain capitalized terms used herein shall have the meanings ascribed thereto in Article XIV.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, hereby amend and restate the Initial Operating Agreement as follows:

ARTICLE I

ORGANIZATIONAL AND OTHER MATTERS

SECTION 1.01 Formation; Admission. By its execution and delivery of this Agreement, the Equity Member hereby ratifies the formation of the Company under the provisions of the Act pursuant to the filing of the Certificate of Formation with the Secretary of State of the State of Delaware and confirms its admission to the Company as the initial Member.

SECTION 1.02 Name. The name of the Company shall be ET Sub-Pleasant View, L.L.C., and the business of the Company shall be conducted under such name.

SECTION 1.03 Principal Place of Business. The principal place of business and the principal office of the Company shall be located at 101 East State Street, Suite 101, Kennett Square, Pennsylvania 19348. The Company may have such other or additional offices, either within or without the State of Delaware, as the Managers or officers of the Company shall deem advisable.

SECTION 1.04 Registered Office and Agent. The street address of the initial registered office of the Company shall be 1209 Orange Street, Wilmington, Delaware 19805, and the Company’s registered agent at such address shall be The Corporation Trust Company. The registered office and the registered agent of the Company may be changed by the Board of Managers from time to time in accordance with the then applicable provisions of the Act and any other applicable laws.

ARTICLE II

PURPOSE AND POWERS

SECTION 2.01 Purpose of the Company. The sole purposes of the Company are (i) to own, manage, operate and lease the Property; (ii) to exercise all rights and powers, and undertake, be liable for and perform all duties, liabilities and obligations, of the Company under any agreement or instrument to which the Company is or may become a party, or by which its properties or assets may be bound, as contemplated by the Loan Documents or in connection with the performance of its obligations thereunder, or under any applicable law or regulation; and (iii) to engage in any and all activities incident to the foregoing. The Company shall not engage in any business, and shall have no purpose, unrelated to the foregoing.

SECTION 2.02 Powers of the Company. In order to carry out its purposes, the Company shall have and be authorized to exercise all powers conferred by the Act and any other applicable law as in effect from time to time, and shall be empowered and authorized to engage in such lawful acts and activities, as may, in the judgment of the Managers, be necessary or convenient to carry out, promote or attain the purposes set forth in Section 2.01.

SECTION 2.03 Right to Rely on Managers. Any Person dealing with the Company shall be entitled to rely (without further duty of inquiry) upon a certificate signed by any Manager or officer of the Company, as to:

(a) the identity of any Manager, Member, or officer;

(b) the existence or nonexistence of any fact or facts that constitute a condition precedent to acts on behalf of the Company by any Member, Manager or officer or that are in any other manner germane to the affairs of the Company;

(c) the Persons who are authorized to execute and deliver any instrument or document of the Company; or

(d) any other matter whatsoever involving the Company or any Member.

SECTION 2.04 Qualification in Additional Jurisdictions. The Company shall be qualified to do business and maintain its good standing in any jurisdiction in which such

- 2 -

qualification is necessary or in which it is deemed desirable by the Managers in carrying out the Company’s business, and pursuant thereto the Managers are authorized to appoint a registered agent and establish a registered office in such jurisdiction to cause the Company to operate in such jurisdiction under another name selected by the Managers, in compliance with the assumed name statute of such jurisdiction, if the Company is not allowed under the laws of the jurisdiction to operate under the name “ET Sub-Pleasant View, L.L.C.”

ARTICLE III

MEMBERS

SECTION 3.01 Classes of Members. There shall be two classes of Members of the Company, as follows:

(a) Equity Member. The Equity Member shall be the only Member with an interest in the profits, losses, distributions and capital of the Company. The Equity Member shall have the right to elect and remove the Managers, subject to the provisions of Section 5.03 relating to the removal of, and election of a replacement for, the Independent Manager. Except for the rights specifically granted herein to the Independent Member and as may be expressly required by law, the Equity Member shall be the only Member with any voting rights.

(b) Independent Member. During the Covered Period, the Company shall have an Independent Member. The Independent Member shall be the same Person as the Independent Manager and shall satisfy the requirements for being an Independent Manager set forth in the definition thereof. The Independent Member, as such, shall have no interest in the profits, losses, distributions or capital of the Company. The Independent Member shall be entitled to vote on (i) the granting of consent to a Member with respect to a voluntary or involuntary bankruptcy, insolvency, or other proceeding described in Section 18-304(a) or (b) of the Act; (ii) subject to the provisions of Section 8.01 hereof, the dissolution of the Company following the death, retirement, resignation, expulsion, bankruptcy, or dissolution of a Member, and (iii) such other matters, if any, as may be expressly set forth in this Agreement. At such time as the Company is no longer required to have an Independent Manager pursuant to the terms of this Agreement, then the Independent Member shall no longer be a Member. The Independent Member, as such, shall have no other voting rights. During any period when the Company does not have (and is required under this Section 3.01(b) to have) an Independent Member, the Company shall not take any action requiring the vote or consent of the Independent Member under this Agreement.

SECTION 3.02 Voting. On any matter upon which the Independent Member shall be entitled to vote or grant consent, approval of such matter by the Members shall require the affirmative vote or consent of the Independent Member, and, if the Equity Member is entitled to vote thereon, the Equity Member.

SECTION 3.03 Capital Contributions. Concurrently with or prior to the execution of this Agreement, the Equity Member has made initial contributions to the capital of the Company. The Equity Member shall not be required to make any additional contributions to the capital of the Company. The Equity Member shall be entitled, upon the request of the Company, in its sole discretion, to contribute additional capital to the Company, on such terms as the Board of Managers may determine. No interest shall accrue on any contribution and the Equity

- 3 -

Member shall expressly have no right to withdraw or be repaid or receive any return on any contribution, except in each case as expressly provided in this Agreement. The Independent Member shall not be required to make any contribution to the capital of the Company.

SECTION 3.04 Resignation. The Equity Member shall not be entitled to resign or withdraw from the Company prior to the dissolution and winding up of the Company, unless it shall have transferred all of its interest in the Company to one or more other Persons in accordance with this Agreement and such Person or Persons shall have been admitted as an Equity Member in accordance with this Agreement. The Independent Member shall be entitled to resign only if he or she concurrently is resigning, or is removed, from his or her position as Independent Manager, and the resignation of the Independent Member shall be effective, without any further action by the Independent Member, upon the replacement of such Person assuming the position of Independent Manager, whereupon such replacement shall become the Independent Member.

SECTION 3.05 Federal Income Tax Characterization. For federal income tax purposes, the Company shall be deemed to have a single “member” (as such term is used in the regulations under Section 7701 of the Internal Revenue Code of 1986, as amended) and is intended to be disregarded as a separate entity for federal income tax purposes (and solely for such purposes) pursuant to such Section 7701 and the regulations thereunder.

SECTION 3.06 Duties Among Members. In exercising voting and other rights under this Agreement, no Member (i) shall have any fiduciary duty to the Company or any other Member or (ii) shall be liable for (or otherwise prevented from) exercising such rights in a manner that solely benefits its economic and business interests, without regard to the interests of the Company or the other Members. However, the Members shall be entitled to, and the Independent Member shall be required to, consider the interests of creditors of the Company in exercising voting and other rights under this Agreement or taking any other limited liability company action.

SECTION 3.07 Other Equity Member Activities. The Members acknowledge and understand that the Equity Member and/or one or more of its Affiliates has heretofore engaged and will hereafter engage in business activities which may be the same as or similar to and may compete with the Company’s business (“Other Similar Activities”). Each of the Members hereby agrees that: (a) nothing in this Agreement or in the business relationship between the Members established hereunder shall be deemed to prohibit the Equity Member or its Affiliates from engaging in such Other Similar Activities, and (b) nothing in this Agreement or in the business relationship between the Members established hereunder shall be construed so as to grant to the Independent Member any right, privilege or option to participate in any manner in such Other Similar Activities conducted by the Equity Member or its Affiliates.

ARTICLE IV

DISTRIBUTIONS

SECTION 4.01 Distributions. The Managers from time to time may determine the amount of cash and other property of the Company that is reasonably necessary for the operation of the Company and that is available for distribution to the Equity Member and, in their

- 4 -

discretion, may cause the Company to distribute such cash and property to the Equity Member, subject to any limitations imposed by the Act and by the Mortgage and any other contractual obligations of the Company.

ARTICLE V

MANAGEMENT OF THE COMPANY

SECTION 5.01 Management. The business and affairs of the Company shall be managed by its Board of Managers. Subject to any nonwaivable provisions of applicable law and compliance with any provisions of this Agreement requiring the approval of one or more Members, the Board of Managers shall have full and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

SECTION 5.02 Number, Tenure and Qualifications of Managers. The Company initially shall have three Managers comprising the “Board of Managers.” The number of Managers that will comprise the entire Board of Managers shall be fixed from time to time by the Equity Member, but in no instance shall there be less than one Manager (in addition to any Independent Manager) and during the Covered Period, the Board of Managers shall include an Independent Manager. Subject to the provisions of Section 5.03 below, the Equity Member may remove any of the Managers at any time and from time to time, with or without cause, and may designate a person to serve as a successor Manager in the event of the death, incapacity, resignation or removal of a Manager. Each person appointed to serve as a Manager shall serve until a successor Manager is appointed as provided hereunder or until such person’s earlier death, resignation, incapacitation or removal.

SECTION 5.03 Independent Manager. During the Covered Period: (i) the Board of Managers shall include one Independent Manager; (ii) the Independent Manager may not be removed other than by the unanimous vote of the Executive Committee for cause; and (iii) if the Independent Manager should resign or be removed, the Executive Committee shall appoint another Person as Independent Manager as promptly as possible; provided that, during any interim period when the Company does not have (but is required under this Section 5.03 to have) an Independent Manager, the Company shall not take any action expressly requiring the vote or consent of the Independent Manager under this Agreement. The Independent Manager shall not voluntarily resign until such time as a replacement has been selected and taken office. In connection with any vote or other act or omission to vote or other act by the Independent Manager under this Agreement or otherwise, the Independent Manager shall owe a fiduciary duty to the Members solely to the extent required by the Act and other applicable law and shall also owe a fiduciary duty to the Company as whole, including but not limited to the creditors of the Company.

SECTION 5.04 Initial Managers. The initial Executive Managers shall be D. Lee McCreary and Stephan P. Seifred, and the initial Independent Manager, who shall assume office upon the commencement of the term of the Mortgage, shall be ET Pleasant View Finance, Inc., a Delaware corporation.

- 5 -

SECTION 5.05 Executive Committee. The Managers other than the Independent Manager shall constitute the Executive Managers of the Company (the “Executive Managers”). The Executive Managers, acting as a committee of the Board of Managers (the “Executive Committee”), shall exercise all of the right, power and authority vested in the Board of Managers by this Agreement or the Act to manage, operate, and control the business and affairs of the Company, other than with respect to actions by the Company for which this Agreement expressly requires the consent or approval of the Independent Manager or one or more Members. The term Managers as used herein shall be deemed to mean the Executive Managers unless the provision of this Agreement containing such term expressly requires the consent or approval of the Independent Manager.

SECTION 5.06 Meetings. Meetings of the Board of Managers or the Executive Committee may be called by any Manager entitled to participate in the meeting or the President, and shall be called by the President upon the request of the Equity Member, upon two (2) days’ notice in writing or by telephone to all Managers entitled to participate in the meeting in writing or by telephone. Meetings may be held by telephone or any other communication by means of which all participating Managers can simultaneously hear each other during the meeting.

SECTION 5.07 Quorum. No action may be taken at a meeting of the Board of Managers or the Executive Committee unless a quorum consisting of a majority of Managers entitled to participate in the meeting is present.

SECTION 5.08 Required Vote; Voting Rights. Except where a greater percentage is expressly required by this Agreement, to be approved, any action by the Board of Managers or the Executive Committee taken at a meeting must be approved by the affirmative vote of Managers with a majority of the votes cast at a meeting at which a quorum exists and, with respect to actions for which this Agreement expressly requires the vote or consent of the Independent Manager, the vote of the Independent Manager. Each Manager present at a meeting and entitled to participate in such meeting shall be entitled to one vote with respect to any action.

SECTION 5.09 Action by Written Consent. Any action to be taken by the Board of Managers or the Executive Committee may be taken without a meeting if consents in writing setting forth the action so taken are signed by the Managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting.

SECTION 5.10 Interests of Certain Persons. The Managers shall be required, in the exercise of their reasonable business judgment, to consider the interest of the creditors of the Company in taking all action on behalf of the Company.

SECTION 5.11 Compensation of Managers. The Managers shall be reimbursed for all reasonable expenses incurred in connection with the performance of their duties as Managers. In addition, the Independent Manager shall be entitled to reasonable compensation, in an amount determined from time to time by the Executive Committee.

SECTION 5.12 Members Not Agents. The Members shall have no authority to act in the name of and for the Company solely by virtue of being a member of the Company.

- 6 -

SECTION 5.13 Limitation on Authority. During the Covered Period, the Company shall not, and the Managers shall not permit the Company to, incur, create or assume any debt, secured or unsecured, direct or contingent or guarantee or have any consensual contingent obligation for the obligations of any other Person, except for obligations under or permitted under the Loan Documents (provided, that this provision shall not be deemed to prohibit indemnification and contribution agreements by the Company and its Affiliates entered into under this Agreement or the Facility Lease, or (to the extent permitted or not prohibited under the Loan Documents) commercially reasonable indemnification obligations incurred in the ordinary course of business of the Company).

ARTICLE VI

OFFICERS

SECTION 6.01 Number, Qualifications; Election and Term of Office.

(a) The officers of the Company shall consist, at a minimum, of a President, a Secretary, a Treasurer, and such number of Vice Presidents as the Board of Managers may from time to time deem advisable. Any two or more offices may be held by the same person.

(b) The officers of the Company shall be elected by the Board of Managers. Each officer shall hold office until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal.

SECTION 6.02 Initial Officers. The initial officers of the Company shall be as follows:

D. Lee McCreary Stephan P. Seifred Kevin Smith President, Secretary and Treasurer Vice President Assistant Secretary

SECTION 6.03 Resignation. Any officer may resign at any time by giving written notice of such resignation to the Board of Managers or to the President or the Secretary. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Managers or by such officer and the acceptance of such resignation shall not be necessary to make it effective.

SECTION 6.04 Removal. Any officer may be removed, either with or without cause, and a successor elected, by a majority vote of the Board of Managers. The officers and agents appointed in accordance with the provisions of Section 6.10 may be removed, either with or without cause, by a majority vote of the Board of Managers or by any superior officer or agent upon whom such power of removal shall have been conferred by the Board of Managers.

SECTION 6.05 Vacancies. A vacancy in any office specifically designated in Section 6.01 by reason of death, resignation, inability to act, removal or any other cause shall be filled by a majority vote of the Board of Managers. In the case of a vacancy occurring in the office of an officer or agent appointed in accordance with the provisions of Section 6.10, such vacancy may be filled by vote of the Board of Managers or by any officer or agent upon whom such power shall have been conferred by the Board of Managers.

- 7 -

SECTION 6.06 President. The President of the Company, subject to the direction of the Board of Managers, shall have general charge of the day-to-day operations, business, affairs and property of the Company and general supervision over its officers and agents. In general, he or she shall perform all duties incident to the office of President and chief operating officer and shall see that all orders and resolutions of the Board of Managers are carried into effect.

SECTION 6.07 Vice-Presidents. During the absence or disability of the President, the Vice-President(s) and, if there be more than one, in such order of seniority as may be determined by the President, shall exercise all the functions of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice-President shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Board of Managers.

SECTION 6.08 Secretary. The Secretary shall:

(a) record all the proceedings of the Members, the Board of Managers, and the Executive Committee in a book to be kept for that purpose;

(b) cause all notices to be duly given in accordance with the provisions of this Agreement and as required by statute;

(c) be custodian of the records and of the Company;

(d) see that the books, reports, statements, certificates and all other documents and records of the Company required by statute or this Agreement are properly kept and filed; and

(e) in general, perform all duties incident to the office of Secretary and such other duties as are given to him or her by this Agreement or as from time to time may be assigned to him or her by the Board of Managers or the President.

SECTION 6.09 Treasurer. The Treasurer shall:

(a) have charge of and supervision over and be responsible for the funds, securities, receipts and disbursements of the Company;

(b) cause the moneys and other valuable effects of the Company to be deposited in the name and to the credit of the Company in such banks or trust companies as the Board of Managers may select or may be required by the Mortgage or as may be selected by any officer or officers or agent or agents authorized so to do by the Board of Managers;

(c) cause the funds of the Company to be disbursed by checks or drafts, with such signatures as may be authorized by the Board of Managers, upon the authorized depositories of the Company, and cause to be taken and preserved proper vouchers for all moneys disbursed;

- 8 -

(d) render to the President or the Board of Managers whenever requested a statement of the financial condition of the Company and of all his or her transactions as Treasurer;

(e) keep the books of account of all the business and transactions of the Company;

(f) be empowered to require from all officers or agents of the Company reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Company; and

(g) in general, perform all duties incident to the office of Treasurer and such other duties as are given to him or her by this Agreement or as from time to time may be assigned to him or her by the Board of Managers or the President.

SECTION 6.10 Subordinate Officers and Agents. The Board of Managers may from time to time appoint such other officers and agents, or may authorize any officer designated in Section 6.01 to appoint such other officers and agents, as it may deem necessary or advisable, to hold office for such period, have such authority and perform such duties as the Board of Managers, or such other officers, may from time to time determine.

SECTION 6.11 Execution of Instruments. All checks, drafts, bills of exchange, acceptances, bonds, endorsements, notes or other obligations or evidences of indebtedness of the Company, and all deeds, mortgages, indentures, bills of sale, conveyances, endorsements, assignments, transfers stock powers or other instruments of transfer, contracts, agreements, dividend or other orders, powers of attorney, proxies, waivers, consents, returns, reports, certificates, demands, notices or documents, and other instruments or rights of any nature may be signed, executed, verified, acknowledged and delivered by the President, any Vice President, the Treasurer or such other officer or officers or such other person or persons (whether or not officers, agents or employees of the Company) as the Board of Managers may from time to time designate.

SECTION 6.12 Compensation. The salaries or other compensation, if any, of the officers shall be fixed from time to time by the Board of Managers and no officer shall be prevented from receiving such salary or any compensation by reason of the fact that he or she is also a Manager of the Company. The Board of Managers may delegate to any officer or agent the power to fix from time to time the salaries or other compensation, if any, of officers or agents appointed in accordance with the provisions of Section 6.10.

ARTICLE VII

LIMITATION ON LIABILITY; INDEMNIFICATION

SECTION 7.01 Limitation on Liability. The debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company. None of the Members, the Managers, or any stockholders, directors, partners, officers, agents or employees of any Member or the Company, shall be obligated personally for any debt, obligation, or liability of the Company solely by reason of his, her, or its status as such Member, Manager, stockholder, director, partner, officer, agent or employee. The failure of the Company to observe any formalities or requirements

- 9 -

relating to the exercise of its powers or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Members, the Managers, or any stockholder, director, partner, officer, agent or employee of any Member or the Company for liabilities of the Company.

SECTION 7.02 Indemnification.

(a) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed by such Covered Person to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(b) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

(c) To the extent that, at law or in equity, a Covered Person has duties (which may include fiduciary duties) and liabilities relating thereto to the Company or any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the Covered Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person.

(d) The Company shall indemnify and hold harmless each Covered Person, to the fullest extent permitted by applicable law, for any loss, damage or claim incurred by such Covered Person, including reasonable attorney’s fees incurred in connection therewith, by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed by such Covered Person to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this subsection (d) shall be provided out of and to the extent of Company assets only, after payment of all amounts then due and owing under the Loan Documents, and no Covered Person shall have any personal liability on account thereof.

(e) The Company shall purchase and maintain insurance, to the extent and in such amounts as the Managers determine to be commercially reasonable, on behalf of Covered Persons and such other Persons as the Managers shall determine, against any liability that may be asserted against or expense that may be incurred by any such Covered Person or other

- 10 -

indemnitee in connection with the activities of the Company or such indemnitees. The Company may enter into indemnity contracts with Covered Persons or other indemnitees and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations and containing such other procedures regarding indemnification as are appropriate.

(f) The Company may (and, in the case of the Independent Member and the Independent Manager, shall) advance expenses (including attorneys’ fees) incurred by an Indemnitee in advance of the final disposition of an action, suit, or proceeding upon the receipt of an undertaking by or on behalf of the Covered Person to repay such amount if it shall ultimately be determined that such Covered Person is not entitled to indemnification under this Article 7.

ARTICLE VIII

DISSOLUTION AND LIQUIDATION

SECTION 8.01 The Company shall dissolve, and its affairs shall be wound up, solely upon the first to occur of the following, unless the Members eligible to vote elect to continue the Company to the extent permitted under the Act:

(a) July 31, 2098;

(b) at the time specified in a written consent of the Equity Member, provided that the Company shall not be dissolved during the Covered Period;

(c) at any time that there are no remaining Members, provided that the Company shall not be dissolved and is not required to be wound up if, within 90 days after the occurrence of the event that terminated the continued membership of the last remaining Member, (i) the personal representative of the last remaining Member agrees in writing to continue the Company and to the admission of the personal representative of such Member or its nominee or designee to the Company as a Member, effective as of the occurrence of the event that terminated the continued membership of the last remaining Member, or (ii) the Managers, by a unanimous vote (including the Independent Manager during the Covered Period), elect to continue the Company and designate a Person as a Member (with or without an equity interest) of the Company; or

(d) at the time specified in a decree of judicial dissolution under the Act.

The death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member shall not cause the Company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the Company shall be continued without dissolution, unless, within 90 days following the occurrence of such event, all Members eligible to vote agree in writing to dissolve the Company; provided, however, that during the Covered Period, the Company shall not be dissolved upon the occurrence of any such event.

The foregoing constitute the only events upon which the Company shall be dissolved and its affairs wound up, notwithstanding any provisions of the Act.

- 11 -

The events of bankruptcy of a Member described in Sections 18-304(a) and (b) of the Act shall not cause such Member to cease to be a Member of the Company, and upon the occurrence of such an event, the business of the Company shall be continued without dissolution

SECTION 8.02 Upon the dissolution of the Company, unless its business is continued as provided in the Act, the Managers shall wind up the affairs of the Company.

SECTION 8.03 Upon the winding up and termination of the Company in accordance with the Act, the assets of the Company shall be distributed in the following order:

(i) First, to the payment of the debts and liabilities of the Company (excluding any loans or advances made by any of the Members (or Affiliates of the Equity Member) to the Company (but including any fees and payment obligations owed by the Company and due to the Tenant under the Facility Lease) and the expenses of liquidation;

(ii) Second, to the creation of any reserves which the Managers deem reasonably necessary for the payment of any contingent or unforeseen liabilities or obligations of the Company or Members (to the extent the Company is liable therefor) arising out of or in connection with the business and operation of the Company;

(iii) Third, to the payment of any loans or advances made by any of the Members to the Company; and

(iv) Thereafter, to the Equity Member.

SECTION 8.04 When all debts, liabilities, and obligations of the Company have been paid and discharged, or adequate provisions have been made therefor and all remaining property and assets of the Company have been distributed to the Equity Member, a certificate of cancellation shall be prepared, executed, and filed in accordance with the Act.

ARTICLE IX

TRANSFER OF MEMBERSHIP INTERESTS

SECTION 9.01 Interest of Equity Member. The Equity Member shall not assign or transfer all of its membership interests in the Company at any time to any Person without the written consent of the other Members, provided that the Equity Member may assign or transfer all of its membership interests in the Company to any Qualified Affiliate (subject to the limitations contained in Section 9.03).

SECTION 9.02 Interest of Independent Member. The Independent Member shall not have any right to assign or transfer its membership interest or rights as an Independent Member. Such membership interest and rights shall be exercised solely through the Person who is the Independent Manager from time to time.

SECTION 9.03 Notwithstanding anything to the contrary contained herein, during the Covered Period, no direct or indirect transfer of an equity membership interest in the Company may be made (i) such that the transferee owns, in the aggregate with the equity membership interests of its Affiliates and family members, more than a 49% equity interest in

- 12 -

the Company or (ii) that would violate any provision of the Mortgage, unless such transfer is approved by the Lender, conditioned upon the delivery of an acceptable non-consolidation opinion and upon confirmation from the applicable rating agencies that such a transfer will not result in a qualification, withdrawal or downgrade of any rating assigned to any outstanding mortgage-backed securities relating to the Mortgage; provided, however, that the foregoing provisions of this Section 9.03 shall not apply to any indirect transfer of an equity membership interest in the Company resulting from the transfer of stock or other ownership interests in, or a merger, consolidation or other business combination involving, (i) any direct or indirect owner of an equity membership interest in the Company whose stock or other ownership interests are traded on a national securities exchange, or (ii) any direct or indirect owner of stock or ownership interests in an entity referred to in clause (i) of this proviso.

ARTICLE X

SEPARATENESS REQUIREMENTS

SECTION 10.01 Notwithstanding anything to the contrary contained herein, during the Covered Period, the Company and each Member agree that the Company, will:

(a) maintain its books and records and bank accounts separate from those of any other Person (except that, for accounting and reporting purposes, the Company may be included in the consolidated financial statements of an equity owner of the Company in accordance with GAAP);

(b) maintain an arm’s length relationship with its Members, other Affiliates and any other party furnishing services to it;

(c) maintain its books, records, resolutions and agreements as official records;

(d) conduct its business in its own name and through its own authorized officers and agents (except that the Facility is operated under the “Pleasant View” trade name);

(e) prepare and maintain its financial statements, accounting records and other entity documents separate from those of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (a) above);

(f) except as contemplated under the Facility Lease and the Loan Documents and under the provisions of paragraph (h) below, pay its own liabilities out of its own funds and assets;

(g) observe all limited liability company formalities necessary to maintain its identity as an entity separate and distinct from the Equity Member and all of its other Affiliates;

(h) participate in the fair and reasonable allocation, and pay its share, of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities;

- 13 -

(i) use its own stationery, invoices and checks (except when acting in a representative capacity, in which event such capacity shall be disclosed);

(j) hold and identify itself as a separate and distinct entity under its own name and not as a division or part of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (a) above);

(k) except as may otherwise be contemplated by the Facility Lease and the Loan Documents, deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name;

(l) hold its assets in its own name, except as contemplated under the Facility Lease and the Loan Documents;

(m) maintain a sufficient number of employees (which may be zero) for its contemplated business and pay the salaries of such employees from its own funds; and

(n) maintain adequate capital for the conduct of its business.

SECTION 10.02 Notwithstanding anything to the contrary contained herein, during the Covered Period, the Company, and each Member agrees that the Company, will not:

(a) seek or consent to any dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its assets;

(b) fail to correct any known misunderstanding regarding its separate identity;

(c) except as otherwise contemplated under the Facility Lease and the Loan Documents, commingle its funds or other assets with those of any other Person;

(d) assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person, except as otherwise contemplated or permitted by the Loan Documents (provided, that this provision shall not be deemed to prohibit indemnification and contribution agreements by the Company and its Affiliates entered into under this Agreement or the Facility Lease, or (to the extent permitted or not prohibited under the Loan Documents) commercially reasonable indemnification obligations incurred in the ordinary course of business of the Company);

(e) acquire obligations or securities of its Members;

(f) pledge any of its assets for the benefit of any other Person, except as otherwise contemplated or permitted by the Loan Documents;

- 14 -

(g) make any loans to any other Person, or buy or hold evidence of indebtedness issued by any other Person (except as provided in the Loan Documents);

(h) identify its Members or any of its Affiliates as a division or part of it (except for inclusion in consolidated financial statements of an equity owner);

(i) engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity;

(j) engage in any business activity or operate for any purpose other than as stated in Section 2.01 of this Agreement;

(k) have or create any subsidiaries, or hold any equity interest in any other Person (except to the extent permitted under the Loan Documents); or

(l) fail to file separate federal or state income tax returns, if required by applicable law.

SECTION 10.03 Notwithstanding anything to the contrary contained herein, during the Covered Period, each Equity Member will:

(a) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Company and all of its other Affiliates;

(b) hold itself out as a separate and distinct entity from the Company and not identify the Company as a division of the Equity Member;

(c) maintain its books and records and bank accounts separate from any other Person (except that, for accounting and reporting purposes, the Equity Member may be included in the consolidated financial statements of an equity owner of the Equity Member in accordance with GAAP); and

(d) hold its assets in its own name.

ARTICLE XI

SPECIAL VOTING MATTERS

SECTION 11.01 Sale, Consolidation, Merger. Subject to the provisions of Section 10.02(a) hereof, the Company shall not, without the approval of the Equity Member, consolidate, merge or sell all or substantially all of its assets.

- 15 -

SECTION 11.02 Bankruptcy. The Company shall not, without the approval of the Equity Member and the affirmative vote of all the Managers, including (during the Covered Period) the affirmative vote of the Independent Member and the Independent Manager (which shall be granted only if such action is approved by the Independent Director), institute proceedings for the Company to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company, or file a petition with respect to the Company or consent to a petition with respect to the Company seeking reorganization or relief under any applicable Federal or state laws relating to bankruptcy or insolvency, or appoint or consent to the appointment of receiver, liquidator, custodian, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its properties, or make any assignment for the benefit of creditors, or except as required by law, admit in writing the inability to pay its debts generally as they become due, or take any action as a limited liability company in furtherance of any such action.

ARTICLE XII

AMENDMENT

SECTION 12.01 This Agreement may be amended or modified by a written instrument executed by the Equity Member. Notwithstanding the foregoing, during the Covered Period, the provisions of Sections 2.01, 3.01(b), 3.02, 3.03 (last sentence), 3.04, 3.06, 5.02, 5.03, 5.08, 5.10, 5.11 (second sentence), 5.13, 8.01, 9.01, 9.02, 9.03, 10.01, 10.02, 10.03, 11.01, 11.02, and this Section 12.01, and the definitions set forth in Article XIV of the defined terms used in the foregoing provisions, shall not be amended without the written consent of the Lender, and only upon confirmation from the applicable rating agencies that such amendment will not result in a qualification, withdrawal or downgrade of any rating assigned to any mortgage-backed securities relating to the Mortgage.

ARTICLE XIII

MISCELLANEOUS

SECTION 13.01 Enforceability. If any provision of this Agreement or the application thereof to any Person or circumstances shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other Persons or circumstances shall not be affected thereby and shall enforced to the greatest extent permitted by law.

SECTION 13.02 Effect of Provisions Inconsistent with Act. It is the intention of the parties that any provision hereof that is inconsistent with the provisions of the Act be given effect to the maximum extent permitted under the Act.

SECTION 13.03 Binding Effect. The terms and provisions of this Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Members.

SECTION 13.04 Governing Law. The terms and provisions of this Agreement shall be construed under the laws of the State of Delaware and the Act as now adopted or as it may be hereafter amended shall govern the interpretation of this Agreement.

- 16 -

SECTION 13.05 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

SECTION 13.06 Entire Agreement. This Agreement, unless subsequently amended, contains the final and entire agreement among the parties hereto, but only with respect to the subject matter addressed herein.

SECTION 13.07 Approvals. In the event that a Member (including the Independent Member) having a right to vote (or consent) takes no action within ten business days (or, if a time is specified in this Agreement, then within such specified time) subsequent to receipt of the documents or agreements subject to said approval (or consent), the approval (or consent) of said Member shall be deemed not to have been given.

SECTION 13.08 Effect of Consent or Waiver. No consent or waiver, express or implied, by any Member to or of any breach or default by any other Member in the performance by such other Member of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default by such other Member in the performance by such other Member of the same or any other obligations of such Member hereunder. Failure on the part of any Member to object to or complain of any act or failure to act of any of the other Members or to declare any of the other Members in default, irrespective of how long such failure continues, shall not constitute a waiver by any such Member of its rights hereunder.

SECTION 13.09 No Third Party Beneficiaries. The provisions of this Agreement shall not be for the benefit of, nor shall they be enforceable by, any Person who is not a party to this Agreement.

SECTION 13.10 No Partnership Intended for Non-Tax Purposes. The Members have formed the Company under the Act, and expressly do not intend hereby to form a partnership under either the Delaware General Partnership Act nor the Delaware Revised Uniform Limited Partnership Act. The Members do not intend to be partners one to another, or partners as to any third party. To the extent any Member, by word or action, represents to another Person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall be liable to any other Member who incurs personal liability by reason of such wrongful representation.

- 17 -

SECTION 13.11 Notices. Any Notice, demand, request or communication to the Members required to be given, served or sent pursuant to this Agreement shall be in writing and shall be mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, or transmitted by hand delivery (including delivery by courier a nationally recognized commercial delivery service), telegram, telex or facsimile transmission, addressed as follows:

If to Equity Member:

101 State Street

Suite 101

Kennett Square, Pennsylvania 19348

Attn: D. Lee McCreary

If to Independent Member: to the address provided by the Independent Member to the Company.

Each party may designate by Notice in writing a new address to which any Notice, demand, request or communication may thereafter be so given, served or sent. Each Notice, demand, request, or communication which shall be mailed, delivered or transmitted in the manner described above shall be deemed sufficiently given, served, sent and received for all purposes at such time as it is delivered to the addressee (with the return receipt, delivery receipt, the affidavit of messenger or (with respect to a telex) the answer back being deemed conclusive (but not exclusive) evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

SECTION 13.12 References. References herein to the singular shall include the plural and to the plural shall include the singular, and references to one gender shall include the others, except where the same shall not be appropriate.

SECTION 13.13 Titles and Captions. Article and section titles or captions contained in this Agreement are for convenience only and shall not be deemed a part of the content of this Agreement.

SECTION 13.14 Jurisdiction and Service of Process. Each of the Members hereby irrevocably submits to the exclusive jurisdiction of any state court located in the city of Wilmington, Delaware and any federal court in the state of Delaware and any other court with jurisdiction to hear appeals from such courts for the purposes of any suit, action or other proceeding of any type whatsoever arising solely out of this Agreement, and to the extent permitted by applicable law, hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

ARTICLE XIV

DEFINITIONS

As used herein, the following capitalized terms have the meanings set forth below:

“Act” means the Delaware Limited Liability Company Act, as it may be amended from time to time.

“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person.

- 18 -

“Agreement” has the meaning ascribed thereto in the Preamble.

“Board of Managers” has the meaning ascribed thereto in Section 5.02.

“Company” has the meaning ascribed thereto in the Preamble.

“control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Covered Period” means that period of time commencing on the Effective Date and ending at such time as the Debt under the Mortgage shall be paid in full.

“Covered Person” means any Manager (including the Independent Manager), any Member (including the Independent Member), any Affiliate of any Member, or any officers, directors, shareholders, partners, employees, trustees, representatives or agents of the Company, any Member or any Affiliates thereof, and each of their successors, assigns, heirs and representatives.

“Debt” has the meaning ascribed to it in the Mortgage.

“Effective Date” means the date on which the Mortgage becomes effective.

“ElderTrust” means ElderTrust, a Maryland real estate investment trust.

“Equity Member” has the meaning ascribed thereto in Section 3.01(a).

“Executive Committee” has the meaning ascribed thereto in Section 5.05.

“Facility” means the nursing home or other specialized or assisted-living care facility located on and in the Property.

“Facility Lease” means, collectively, (i) the Lease by and between the Company, as landlord, and the Tenant, as tenant, pursuant to which the Tenant leases the Property and the Facility from the Company and operates the Facility, (ii) any amendment, extension or replacement of such Lease between the Company and the Tenant, (iii) any other lease agreement with any other tenant pursuant to which the Company hereafter leases all or substantially all of the Property, and (iv) any other agreement between the Company and the Tenant or any other tenant providing for the management or operation of the Property or the Facility; provided, however, that during the Covered Period any such amendment, extension, replacement, other lease or other agreement shall have been entered into in compliance with any applicable terms of the Loan Documents (or, if not in compliance with any such applicable terms, then with the consent of the Lender).

“GAAP” means generally accepted accounting principles.

“Indemnitee” has the meaning ascribed thereto in Section 7.02.

- 19 -

“Independent Director” means a person who is not at, and has not been within the five years prior to, the time of his or her appointment and will not be serving as: (i) an officer, director, general partner, manager, employee, or an owner of any equity securities of the Independent Manager or any of its Affiliates (other than an owner of a de minimis amount of the equity securities of any Affiliate of the Independent Manager which has a class of securities registered under the Securities Act of 1934); (ii) a customer of, or supplier or service provider (including professionals) that receives any of its revenues from its activities with the Independent Manager or any Affiliate of the Independent Manager, such that such individual’s annual revenues derived from the Independent Manager and Affiliate of the Independent Manager exceeds 1% of such individual’s aggregate annual revenues; (iii) a person or other entity controlling or under the common control of any such equity owner, supplier, customer, or service provider; or (iv) a spouse, parent, sibling, child or grandchild of any person described in (i), (ii) or (iii); provided, however, that a person shall not be deemed to be a director or manager of an Affiliate of the Independent Manager solely by reason of serving as an independent director, independent manager or independent member of another single purpose entity that is an Affiliate of the Independent Manager; and provided further, that a Person shall not be disqualified from being an Independent Director solely by reason of such Person serving as an independent director or manager of another single purpose entity that would otherwise be deemed to be an Affiliate because they are under common control.

“Independent Manager” means a corporation that (i) is wholly owned by ElderTrust; (ii) has as its sole assets interests in the Company or any other Person that is a borrower, or the general partner of a borrower, under the Mortgage; (iii) has one Independent Director duly appointed to its board of directors; and (iv) is a single-purpose entity.

“Independent Member” has the meaning ascribed thereto in Section 3.01(b).

“Lender” means Morgan Guaranty Trust Company of New York, or any of its successors and assigns under the Mortgage.

“Loan Documents” means the Mortgage and the promissory notes, mortgages, security agreements, subordination and nondisturbance agreements, assignments of leases and rents and other agreements, instruments and documents entered into by or on behalf of the Company in connection with the Mortgage.

“Manager” means a Person named in Section 5.04 as a Manager of the Company or hereafter appointed as a Manager pursuant to the terms of this Agreement, including the Independent Manager.

“Member” means an Equity Member or the Independent Member.

“Mortgage” means that certain Mortgage and Security Agreement from the Company to Lender dated as of September 9, 1999.

“Notice” means a writing, containing the information required by the Agreement to be communicated to any Person, given in accordance with Section 13.11.

“Other Similar Activities” has the meaning ascribed thereto in Section 3.07.

- 20 -

“Person” means a natural person, partnership (whether general or limited), trust, estate, association, corporation, limited liability company, unincorporated organization, custodian, nominee or any other individual or entity in its own or any representative capacity.

“Property” means, collectively, the real property described more fully on Schedule A hereto and the improvements located thereon, commonly known as Pleasant View, located in Concord, New Hampshire.

“Qualified Affiliate” means any Person directly or indirectly wholly owned and controlled by the Equity Member.

“Tenant” means Mckerley Health Care Centers, Inc., a New Hampshire corporation, as the tenant and facility operator under the Facility Lease, and any other Person who becomes the tenant and/or facility operator under the Facility Lease in accordance with the terms thereof and, during the Covered Period, in compliance with any applicable terms of the Loan Documents (or, if not in compliance with any such applicable terms, then with the consent of the Lender).

- 21 -

IN WITNESS WHEREOF, the undersigned have caused this Amended and Restated Operating Agreement to be duly executed on their behalf as of the date first written above.

ET SUB-PLEASANT VIEW, L.L.C.
By:	/s/ D. Lee McCreary
Name:	D. Lee McCreary
Title:	President
ELDERTRUST OPERATING LIMITED
PARTNERSHIP
By:	ElderTrust, general partner
By:	/s/ D. Lee McCreary
Name:	D. Lee McCreary
Title:	Acting President & CEO

- 22 -

ET Sub-Pleasant View, L.L.C.

JOINDER OF INDEPENDENT MEMBER AND INDEPENDENT MANAGER:

ET Sub-Pleasant View Finance, Inc., a Delaware corporation, by the signature below of its duly authorized officer, joins the foregoing Amended and Restated Limited Liability Company Operating Agreement of ET Sub-Pleasant View, L.L.C. as the Independent Member and Independent Manager of such limited liability company.

ET Sub-Pleasant View Finance, Inc.,
a Delaware corporation
By:	/s/ D. Lee McCreary
Name:	D. Lee McCreary
Title:	President

Date: 9/9/99

EX-3.25.1

Exhibit 3.25.1

CERTIFICATE OF LIMITED PARTNERSHIP

OF

ET SUB-RITTENHOUSE LIMITED PARTNERSHIP, L.L.P.

On behalf of the Partnership (as defined below) and for purposes of forming the Partnership as a limited partnership under the Virginia Revised Uniform Limited Partnership Act (Va. Code Ann. § 50-73.1 et seq.) (the “Virginia RULPA”), the undersigned hereby certifies as follows:

1. NAME

The name of the limited partnership is ET Sub-Rittenhouse Limited Partnership, L.L.P. (the “Partnership”).

2. SPECIFIED OFFICE

The post-office address of the office at which the Partnership records required to be maintained by Section 50-73.8 of the Virginia RULPA are kept is 415 McFarlan Road, Suite 202, Kennett Square, Pennsylvania 19348.

3. REGISTERED AGENT

The Partnership’s registered agent in the Commonwealth of Virginia is Mr. Edward R. Parker, Esq. whose post-office address is 5511 Staples Mill Road, Richmond, Virginia 23228. Mr. Parker is a member of the Virginia State Bar. and a resident of Virginia.

4. GENERAL PARTNER

The sole general partner of the partnership is ET GENPAR, L.L.C., a Delaware limited liability company, whose post-office address is 415 McFarlan Road, Suite 202, Kennett Square, Pennsylvania 19348.

5. TERMINATION DATE

The latest date upon which the limited partnership is to be dissolved and its affairs wound up is December 31, 2096.

6. REGISTRATION AS A LIMITED LIABILITY PARTNERSHIP

Concurrent with the filing of this Certificate of Limited Partnership, the Partnership is filing with the State Corporation Commission of the Commonwealth of Virginia a Statement of Registration as a Registered Limited Liability Partnership pursuant to Section 50-73.78 of the Virginia RULPA and Section 50-73.132 of the Virginia Uniform Partnership Act (1996) (Va. Code Ann. § 50-73.79 et seq.).

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of ET Sub-Rittenhouse Limited Partnership, L.L.P. this 16^th day of January, 1998.

ET GENPAR, L.L.C.
By:	ElderTrust Operating Limited Partnership, Sole Member
	By:	ElderTrust Realty Group, Inc., General Partner
		By:	/s/ D. Lee McCreary, Jr.
			D. Lee McCreary, Jr.
			Vice President and Secretary

EX-3.25.2

Exhibit 3.25.2

AGREEMENT

OF

LIMITED PARTNERSHIP

OF

ET SUB-RITTENHOUSE LIMITED PARTNERSHIP, L.L.P.

Dated: January 30, 1998

TABLE OF CONTENTS

			Page
1. CERTAIN DEFINITIONS			1
2. FORMATION; NAME; PLACE OF BUSINESS			4
	2.1.	Formation of Partnership; Filing of Certificate and Statement of Registration	4
	2.2.	Name of Partnership	4
	2.3.	Place of Business	4
	2.4.	Registered Office and Registered Agent	5
3. PURPOSES AND POWERS OF PARTNERSHIP			5
4. TERM OF PARTNERSHIP			5
5. CAPITAL			5
	5.1.	Capital Contribution of the General Partner	5
	5.2.	Capital Contributions of Limited Partners	5
	5.3.	Capital Accounts	5
	5.4.	No Interest on Capital Contributions or Amounts in Capital Account	6
	5.5.	Liability of Limited Partners	6
	5.6.	Return of Capital	6
6. ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS			6
	6.1.	Allocations of Profits and Losses	6
	6.2.	Distributions	6
7. MANAGEMENT			6
	7.1.	Management and Control of Partnership Business	6
	7.2.	Other Activities of Partners	7
	7.3.	Liability of General Partner and Affiliates to Partnership and Limited Partners	7
	7.4.	Limitation on Liability of General Partner and Affiliates; Indemnification	7
	7.5.	No Management by Limited Partners	8
8. BANK ACCOUNTS; BOOKS AND RECORDS; STATEMENTS; TAXES; FISCAL YEAR			9
	8.1.	Bank Accounts	9
	8.2.	Books and Records	9
	8.3.	Tax Returns	9
	8.4.	Federal Income Tax Elections	9
	8.5.	Fiscal Year	10
9. TRANSFER OF INTERESTS			10
10. ADMISSION OF ADDITIONAL PARTNERS.			10
11. WITHDRAWAL OF A PARTNER.			10
12. DISSOLUTION			10
13. MISCELLANEOUS PROVISIONS			10
	13.1.	Severability	10
	13.2.	Amendment Procedure	11
	13.3.	Entire Agreement	11

- i -

		Page
13.4.	Pronouns	11
13.5.	Headings	11
13.6.	Governing Law	11
13.7.	Execution in Counterparts	11

- ii -

AGREEMENT OF LIMITED PARTNERSHIP

OF

ET SUB-RITTENHOUSE LIMITED PARTNERSHIP, L.L.P.

RECITALS

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”).

WHEREAS, the General Partner and the Limited Partner have formed a partnership pursuant to the provisions of the Virginia Revised Uniform Limited Partnership Act (Va. Code Ann. § 50-73.1 et seq.) as amended from time to time, and any successor thereto (the “Virginia RULPA”) under the name ET Sub-Rittenhouse Limited Partnership, L.L.P. (the “Partnership”);

WHEREAS, (i) pursuant to the Virginia RULPA, the General Partner has filed a Certificate of Limited Partnership relating to the Partnership and (ii) pursuant to the Virginia RULPA and the Virginia Uniform Partnership Act (1996) (Va. Code Ann. § 50-73.79 et seq.), as amended from time to time, and any successor thereto (the “Virginia UPA”), the General Partner has filed a Statement of Registration as a limited liability partnership relating to the Partnership; and

WHEREAS, the General Partner and the Limited Partner desire to continue the business of the Partnership pursuant to this Agreement.

NOW, THEREFORE, in consideration for the foregoing, and of the covenants and agreements hereinafter set forth, it is hereby agreed as follows:

1. CERTAIN DEFINITIONS

Unless the context otherwise specifies or requires, the terms defined in this Section 1 shall, for the purposes of this Agreement, have the meanings herein specified. Unless otherwise specified, all references herein to Sections or Schedules are to Sections of, or Schedules attached to, this Agreement.

Adjusted Basis: The basis for determining gain or loss for federal income tax purposes from the sale or other disposition of property, as defined in Section 1011 of the Code.

Affiliate: With respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any Person owning or

1

controlling ten percent (10%) or more of the outstanding voting interests of such Person, (iii) any Person of which such Person owns or controls ten percent (10%) or more of the voting interests or (iv) any officer, director, general partner or trustee of such Person or of any Person referred to in clauses (i), (ii) or (iii) above. For purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

Agreed Value: (i) In the case of any property contributed to the Partnership by a Partner, the 704(c) Value of such property as of the time of its contribution to the Partnership, reduced by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed and (ii) in the case of any property distributed to a Partner by the Partnership, the Partnership’s Carrying Value of such property at the time such property is distributed, reduced by any indebtedness either assumed by such Partner upon such distribution .or to which such property is subject at the time of distribution as determined under Section 752 of the Code and the Regulations thereunder. The aggregate Agreed Value of all property contributed to the Partnership by a Partner shall be set forth next to such Partner’s name on Schedule A.

Agreement: As defined in the Recitals.

Capital Account: The capital account established and maintained for each Partner pursuant to Section 5.3.

Capital Contribution: Any property (including cash) contributed to the Partnership by or on behalf of a Partner.

Carrying Value: (i) With respect to any asset contributed or deemed to be contributed to the Partnership or revalued on the Partnership’s books, the fair market value of such asset at the time of contribution or revaluation (as determined by the General Partner) reduced, but not below zero, by all deductions for depreciation, amortization, cost recovery and expense in lieu of depreciation debited to the Capital Accounts of the Partners pursuant to with respect to such asset since the time of contribution or last revaluation up to the time the Carrying Value is to be determined; and (ii) with respect to any other asset of the Partnership, the Adjusted Basis of such asset as of the time the Carrying Value is to be determined.

Certificate: The Certificate of Limited Partnership, and any and all amendments thereto or restatements thereof, filed on behalf of the Partnership with the Recording Office as required under the Virginia RULPA.

Code: The Internal Revenue Code of 1986, as in effect and hereafter amended, and, unless the context otherwise requires, applicable regulations thereunder. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law.

2

Fiscal Year: The fiscal year of the Partnership for financial accounting purposes, and for federal, state and local income tax purposes, which shall be the calendar year unless changed by the General Partner in accordance with Section 8.5.

General Partner: As defined in the Recitals or any other Person admitted to the Partnership as a general partner.

Limited Partner: As defined in the Recitals or any other Person admitted to the Partnership as a limited partner.

Partner: As defined in the Recitals.

Partnership: As defined in the Recitals.

Partnership Assets: All assets and property, whether tangible or intangible and whether real, personal or mixed, at any time owned by or held for the benefit of the Partnership.

Partnership Interest: As to any Partner, all of the interest of that Partner in the Partnership, including, without limitation, such Partner’s (i) right to a distributive share of the income, gain, losses and deductions of the Partnership in accordance herewith and (ii) right to a distributive share of Partnership Assets.

Person: Any individual, corporation, association, partnership, limited partnership, limited liability company, joint venture, trust, estate or other legal or commercial entity or organization.

Recording Office: The office of the State Corporation Commission of the Commonwealth of Virginia.

Regulations: The regulations issued by the United States Department of the Treasury under the Code, as now in effect and as they may be amended from time to time, and any successor regulations.

704(c) Value: With respect to any property contributed to the Partnership by a Partner, the fair market value of such property at the time of contribution as determined by the General Partner using such reasonable method of valuation as it may adopt; provided, however, that the General Partner shall, in its sole and absolute discretion, use such method as it deems reasonable and appropriate to allocate the aggregate of the 704(c) Values of properties contributed to the Partnership in a single or integrated transaction among each separate property on a basis proportional to its fair market value.

Statement of Registration: The Statement of Registration as a registered limited liability partnership, and any and all amendments thereto and restatements thereof, filed on behalf of the Partnership with the Recording Office as required under the Virginia UPA.

Termination Date: December 31, 2096.

Virginia RULPA: As defined in the Recitals.

3

Virginia UPA: As defined in the Recitals.

2. FORMATION; NAME; PLACE OF BUSINESS

2.1. Formation of Partnership; Filing of Certificate and Statement of Registration

The General Partner and the Limited Partner hereby execute this Agreement for the purpose of forming the Partnership and establishing the rights, duties and relationship of the Partners. The General Partner has previously filed the Certificate and the Statement of Registration with the Recording Office. If the laws of any jurisdiction in which the Partnership transacts business so require, the General Partner also shall file, with the appropriate office in that jurisdiction, a copy of the Certificate or the Statement of Registration as filed with the Recording Office or any other documents necessary for the Partnership to qualify to transact business and to establish and maintain the Partners’ limited liability under the Virginia RULPA and the Virginia UPA. The Partners further agree and obligate themselves to execute, acknowledge and cause to be filed for record, in the place or places and manner prescribed by law, any amendments to the Certificate or the Statement of Registration as may be required, either by the Virginia RULPA or the Virginia UPA, by the laws of a jurisdiction in which the Partnership transacts business or by this Agreement, to reflect changes in the information contained therein or otherwise to comply with the requirements of law for the continuation, preservation and operation of the Partnership as a registered limited liability partnership under the Virginia RULPA and the Virginia UPA.

2.2. Name of Partnership

The name under which the Partnership shall conduct its business is “ET Sub-Rittenhouse Limited Partnership, L.L.P.” The business of the Partnership may be conducted under any other name permitted by the Virginia RULPA and the Virginia UPA that is deemed necessary or desirable by the General Partner, in its sole and absolute discretion, except that such other name may not include the name of any Limited Partner unless such is also the name of the General Partner. The General Partner promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the Commonwealth of Virginia or any jurisdiction in which the Partnership conducts business and shall take such other actions as the General Partner determines are required by the laws of the Commonwealth of Virginia, or any other jurisdiction in which the Partnership conducts business to use the name or names under which the Partnership conducts business.

2.3. Place of Business

The principal place of business of the Partnership shall be located at 415 McFarlan Road, Suite 202, Kennett Square, Pennsylvania 19348. The General Partner may hereafter change the principal place of business of the Partnership to such other place or places within the United States as the General Partner may from time to time determine, in its sole and absolute discretion, provided that the General Partner shall give written notice thereof to the Limited Partners within 30 days after the effective date of any such change and, if necessary, shall amend the Certificate and the Statement of Registration in accordance with the applicable

4

requirements of the Virginia RULPA and the Virginia UPA. The General Partner may, in its sole and absolute discretion, establish and maintain such other offices and additional places of business of the Partnership, either within or without the Commonwealth of Virginia, as it deems appropriate.

2.4. Registered Office and Registered Agent

The street address of the registered office of the Partnership shall be 5511 Staples Mill Road, Richmond, Virginia 23228, and the Partnership’s registered agent at such address shall be Mr. Edward R. Parker, Esq.

3. PURPOSES AND POWERS OF PARTNERSHIP

The Partnership may carry on any lawful business purpose or activity for which a limited partnership may be organized under the Virginia RULPA. The Partnership shall have all power necessary or convenient to the conduct, promotion or attainment of its business, purposes and activities.

4. TERM OF PARTNERSHIP

The Partnership shall commence on the date upon which the Certificate is duly filed with the Recording Office and shall continue until the Termination Date, unless dissolved and liquidated before the Termination Date in accordance with the provisions of Section 12.

5. CAPITAL

5.1. Capital Contribution of the General Partner

As of the date of this Agreement, the General Partner has made a Capital Contribution to the Partnership with an Agreed Value as set forth on Schedule A. Except to the extent required under the Virginia RULPA, the General Partner shall not be required to make any additional Capital Contributions to the Partnership.

5.2. Capital Contributions of Limited Partners

As of the date of this Agreement, the Limited Partner has made a Capital Contribution to the Partnership with an Agreed Value as set forth opposite its name on Schedule A. Upon its admission to the Partnership, each additional Limited Partner shall make a Capital Contribution to the Partnership with an Agreed Value as determined by the General Partner and agreed to by such Limited Partner. The Limited Partners shall not be required to make any Capital Contributions to the Partnership other than as set forth in this Section 5.2 or to the extent required under the Virginia RULPA.

5.3. Capital Accounts

A separate Capital Account shall be established and maintained for each Partner in all events in accordance with the rules of Regulations Section 1.704-1(b)(2)(iv), as amended from time to time.

5

5.4. No Interest on Capital Contributions or Amounts in Capital Account

No Partner shall be entitled to receive any interest on its Capital Contributions or its outstanding Capital Account balance.

5.5. Liability of Limited Partners

Except as provided in the Virginia RULPA, no Limited Partner shall be liable personally for the obligations of the Partnership.

5.6. Return of Capital

Except upon the dissolution of the Partnership or as may be specifically provided in this Agreement, no Partner shall have the right to demand or to receive the return of all or any part of its Capital Account or its contributions to the capital of the Partnership.

6. ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

6.1. Allocations of Profits and Losses

The Partnership’s profits and losses shall be allocated among the Partners on the basis of the Agreed Value of the Capital Contributions made by each Partner to the Partnership as set forth on Schedule A.

6.2. Distributions

The General Partner from time to time, in its sole discretion, shall determine the amount of cash and other property of the Partnership that is not reasonably necessary for the operation of the Partnership and is available for distribution to the Partners and shall cause the Partnership to distribute such cash or property to the Partners. Any such distributions of cash or other assets of the Partnership shall be allocated among the Partners on the basis of the Agreed Value of the Capital Contributions made by each Partner to the Partnership as set forth on Schedule A.

7. MANAGEMENT

7.1. Management and Control of Partnership Business

Responsibility for the management of the business and affairs of the Partnership shall be vested in the General Partner, which shall have all right, power and authority to manage, operate and control the business and affairs of the Partnership and to do or cause to be done any and all acts, at the expense of the Partnership, deemed by it to be necessary or convenient to the furtherance of the purpose of the Partnership described in this Agreement, and all powers, statutory or otherwise, possessed by a general partner of a limited partnership under the Virginia RULPA. Without limiting the generality of the foregoing, the General Partner, in its sole discretion, may retain such persons or entities (including the General Partner and any person or entity in which the General Partner shall have an interest or of which the General Partner is an

6

Affiliate) as it shall determine to provide services to or on behalf of the Partnership for such compensation as the General Partner deems appropriate; provided, however, that the General Partner shall discharge its duties to the Partnership and the Limited Partners under the Virginia RULPA and this Agreement and shall exercise any rights consistent with the obligation of good faith and fair dealing.

7.2. Other Activities of Partners

Any Partner may have other business interests or may engage in other business ventures of any nature or description whatsoever, whether currently existing or hereafter created, and may compete, directly or indirectly, with the business of the Partnership. No Partner or Affiliate thereof shall incur any liability to the Partnership as a result of such Partner’s or Affiliate’s pursuit of such other business interest, ventures and competitive activity, and neither the Partnership nor the other Partners shall have any right to participate in such other business ventures or to receive or share in any income or profits derived therefrom.

7.3. Liability of General Partner and Affiliates to Partnership and Limited Partners

Neither the General Partner nor any of its Affiliates shall be liable to the Partnership or to the Limited Partners for any losses sustained or liabilities incurred as a result of any act or omission of any of such Persons, unless such Person: (i) failed to account to the Partnership and hold as trustee for it any property, profit or benefit derived by such Person in the conduct and winding up of the Partnership business or derived from a use by such Person of Partnership property, including the appropriation of a Partnership opportunity; (ii) dealt with the Partnership in the conduct or winding up of the Partnership business as or on behalf of a party having an interest adverse to the Partnership; (iii) competed with the Partnership in the conduct of the Partnership business before the dissolution of the Partnership; or (iv) engaged in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law in the conduct and winding up of the Partnership business; provided, however, that neither the General Partner nor any of its Affiliates shall be deemed to have violated the duties or obligations of such Person under the Virginia RULPA or this Agreement merely because such Person’s conduct furthers such Person’s own interest.

7.4. Limitation on Liability of General Partner and Affiliates; Indemnification

Except as provided in the Virginia RULPA and the Virginia UPA, neither the General Partner nor any of its Affiliates shall be, solely by reason of being the General Partner or an Affiliate of the General Partner, liable, directly or indirectly, including by way of indemnification, contribution, assessment or otherwise, for debts, obligations or liabilities of, or chargeable to, the Partnership, whether sounding in tort, contract or otherwise.

The Partnership shall indemnify and hold harmless the General Partner, its Affiliates and any officers, employees or agents of the Partnership (individually, in each case, an “Indemnitee”), to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from

7

any and all claims, demands, actions, suits or proceedings, whether threatened, pending or completed and whether civil, criminal, administrative, arbitrative or investigative, including, without limitation, any appeal to any such claim, demand, action, suit or proceeding and any inquiry or investigation that could lead to such claim, demand, action, suit or proceeding, arising out of or incidental to the ordinary course of business of the Partnership or the preservation of its business or properties and in which any such Indemnitee may be, or may have been, involved, or threatened to be involved, as a party or otherwise, by reason of the fact that he, she or it (i) is or was the General Partner, an Affiliate of the General Partner or an officer, employee or agent of the Partnership or (ii) is or was serving at the request of the Partnership as a director, officer, member, general or limited partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, limited liability company, joint venture, partnership, limited partnership, sole proprietorship, trust, employee benefit plan or other enterprise, to the fullest extent permitted under the Virginia RULPA, regardless of whether the Indemnitee continues to be the General Partner, an Affiliate of the General Partner or an officer, employee or agent of the Partnership, at the time any such liability or expense is paid or incurred; provided, however, that this provision shall not eliminate or limit the liability of an Indemnitee for any breach of the Indemnitee’s duties to the Partnership or its Limited Partners as set forth in Section 7.1 or Section 7.3 hereof. Any right of an Indemnitee under this Section 7.4 shall be a contract right and as such shall run to the benefit of such Indemnitee. Any repeal or amendment of this Section 7.4 shall be prospective only and shall not limit the rights of any such Indemnitee or the obligations of the Partnership with respect to any claim arising from or related to the status or the services of such Indemnitee in any of the foregoing capacities prior to any such repeal or amendment to this Section 7.4. Such right shall include the right to be paid by the Partnership expenses incurred in investigating or defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Virginia RULPA. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the Partnership within sixty (60) days after a written claim has been received by the Partnership, the claimant may at any time thereafter bring suit against the Partnership to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under the Virginia RULPA, but the burden of proving such defense shall be on the Partnership. Neither the failure of the Partnership to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the Indemnitee is permissible in the circumstances nor an actual determination by the Partnership that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event of the death of any Indemnitee, such right shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights conferred above shall not be exclusive of any other right which any Indemnitee may have or hereafter acquire under any statute, resolution, agreement or otherwise. If authorized by the General Partner, the Partnership may purchase and maintain insurance on behalf of any Indemnitee to the full extent permitted by the Virginia RULPA.

7.5. No Management by Limited Partners

No Limited Partner shall take part in the day-to-day management, operation or control of the business and affairs of the Partnership or have any right, power or authority to act

8

for or on behalf of or to bind the Partnership or transact any business in the name of the Partnership. The Limited Partners shall have no rights other than those specifically provided herein or granted by law where consistent with a valid provision hereof. In the event any laws, rules or regulations applicable to the Partnership, or to its sale or issuance of interests in the Partnership, require a Limited Partner, or any group or class thereof, to have certain rights, options, privileges or consents not granted by the terms of this Agreement, then such Limited Partners shall have and enjoy such rights, options, privileges and consents as long as (but only as long as) the existence thereof does not result in a loss of the limitation on liability enjoyed by the Limited Partners under the Virginia RULPA or the applicable laws of any other jurisdiction.

8. BANK ACCOUNTS; BOOKS AND RECORDS; STATEMENTS; TAXES; FISCAL YEAR

8.1. Bank Accounts

All funds of the Partnership shall be deposited in its name in such checking and savings accounts, time deposits or certificates of deposit, or other accounts at such banks, as shall be designated by the General Partner from time to time, and the General Partner shall arrange for the appropriate conduct of such account or accounts.

8.2. Books and Records

The General Partner shall keep, or cause to be kept, accurate, full and complete records of the Partnership as required by the Virginia RULPA.

8.3. Tax Returns

The General Partner shall, at the expense of the Partnership, cause to be prepared and delivered to the Partners, in a timely fashion after the end of each Fiscal Year, copies of all federal and state income tax returns for the Partnership for such Fiscal Year, one copy of which shall be filed by the General Partner. The General Partner is designated as the “tax matters partner” (as defined in the Code) of the Partnership and is authorized and required to represent the Partnership (at the expense of the Partnership) in connection with all examinations of the affairs of the Partnership by any federal, state, or local tax authorities, including any resulting administrative and judicial proceedings, and to expend funds of the Partnership for professional services and costs associated therewith. Each Partner agrees to cooperate with the General Partner and to do or refrain from doing any or all things reasonably required by the General Partner in connection with the conduct of such proceedings; provided, however, that in no event shall any Limited Partner be required to do or refrain from doing anything which would cause such Limited Partner to be deemed a general partner of the Partnership.

8.4. Federal Income Tax Elections

Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any election pursuant to the Code (including, without limitation, the election under Section 754 of the Code). The General Partner shall have the right to seek to revoke any such election upon the General Partner’s determination in its sole and absolute discretion that such revocation is in the best interests of the Partner.

9

8.5. Fiscal Year

The Fiscal Year of the Partnership for financial and Federal, state and local income tax purposes shall initially be the calendar year. The General Partner shall have authority to change the beginning and ending dates of the Fiscal Year if the General Partner, in its sole and absolute discretion, deems such change to be necessary or appropriate to the business of the Partnership, and the General Partner shall give written notice of any such change to the Limited Partners within thirty (30) days after the occurrence thereof.

9. TRANSFER OF INTERESTS

A Partner from time to time may assign or transfer all or any part of its Partnership Interest, including granting security interests in such Partnership Interest.

10. ADMISSION OF ADDITIONAL PARTNERS.

(a) The General Partner may admit additional persons to the Partnership as general or limited partners at such times and on such terms as the General Partner and the Limited Partners may agree (with the agreement of a majority in interest of the Limited Partners on such matters binding all Limited Partners).

(b) The Partnership shall continue as a limited partnership under the Virginia RULPA after the admission of any additional general or limited partners pursuant to this Section 10.

11. WITHDRAWAL OF A PARTNER.

Upon the withdrawal of any Partner from the Partnership, the Partnership shall return to such Partner, without interest, the amount of such Partner’s Capital Contributions which has been received by the Partnership and has not been previously returned.

12. DISSOLUTION

The Partnership shall dissolve and its affairs shall be wound up on the Termination Date or at such earlier time as (a) the Partners determine by unanimous written consent or (b) required by the Virginia RULPA.

13. MISCELLANEOUS PROVISIONS

13.1. Severability

The invalidity of any one or more provision hereof or of any other agreement or instrument given pursuant to or in connection with this Agreement shall not affect the remaining portions of this Agreement or any such other agreement or instrument or any part thereof, all of which are inserted conditionally on their being held valid in law; and in the event that one or more of the provisions contained herein or therein should be invalid, or should operate to render this Agreement or any such other agreement or instrument invalid, this Agreement and such other agreements and instruments shall be construed as if such invalid provisions had not been inserted.

10

13.2. Amendment Procedure

The Partners may at any time and from time to time amend this Agreement by executing a written amendment signed by authorized representatives of all Persons who are Partners at such time.

13.3. Entire Agreement

This Agreement (including the Schedule hereto) contains the entire agreement among the Partners with respect to the transactions contemplated herein, and supersedes all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein and therein.

13.4. Pronouns

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or entity may require.

13.5. Headings

Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

13.6. Governing Law

This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia (but not including the choice of law rules thereof).

13.7. Execution in Counterparts

To facilitate execution, this Agreement may be executed in as many counterparts as may be required; and it shall not be necessary that the signatures of, or on behalf of, each party, or that the signatures of all persons required to bind any party, appear on each counterpart; but it shall be sufficient that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on one or more of the counterparts. All counterparts shall collectively constitute a single agreement. It shall not be necessary in making proof of this Agreement to produce or account for more than a number of counterparts containing the respective signatures of, or on behalf of, all of the parties hereto.

11

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement, or have caused this Agreement to be duly executed on their behalf, as of the day and year first hereinabove set forth.

GENERAL PARTNER:
ET GENPAR, L.L.C.
By:	ElderTrust Operating Limited
	Partnership, Sole Member
	By:	ElderTrust General Partner
		By:	/s/ D. Lee McCreary, Jr.
		Name:
		Title:
LIMITED PARTNER:
ELDERTRUST OPERATING LIMITED PARTNERSHIP
By:	ElderTrust, General Partner
	By:	/s/ D. Lee McCreary, Jr.
	Name:
	Title:

SCHEDULE A

To Agreement of Limited Partnership of ET Sub-Rittenhouse Limited Partnership, L.L.P.

[INTENTIONALLY OMITTED]

EX-3.26.1

Exhibit 3.26.1

CERTIFICATE OF LIMITED PARTNERSHIP

OF

ET SUB-RIVERVIEW RIDGE LIMITED PARTNERSHIP, L.L.P.

On behalf of the Partnership (as defined below) and for purposes of forming the Partnership as a limited partnership under the Virginia Revised Uniform Limited Partnership Act (Va. Code Ann. § 50-73.1 et seq.) (the “Virginia RULPA”), the undersigned hereby certifies as follows:

1. NAME

The name of the limited partnership is ET Sub-Riverview Ridge Limited Partnership, L.L.P. (the “Partnership”).

2. SPECIFIED OFFICE

The post-office address of the office at which the Partnership records required to be maintained by Section 50-73.8 of the Virginia RULPA are kept is 415 McFarlan Road, Suite 202, Kennett Square, Pennsylvania 19348.

3. REGISTERED AGENT

The Partnership’s registered agent in the Commonwealth of Virginia is Mr. Edward R. Parker, Esq. whose post-office address is 5511 Staples Mill Road, Richmond, Virginia 23228. Mr. Parker is a member of the Virginia State Bar. and a resident of Virginia.

4. GENERAL PARTNER

The sole general partner of the partnership is ET GENPAR, L.L.C., a Delaware limited liability company, whose post-office address is 415 McFarlan Road, Suite 202, Kennett Square, Pennsylvania 19348.

5. TERMINATION DATE

The latest date upon which the limited partnership is to be dissolved and its affairs wound up is December 31, 2096.

6. REGISTRATION AS A LIMITED LIABILITY PARTNERSHIP

Concurrent with the filing of this Certificate of Limited Partnership, the Partnership is filing with the State Corporation Commission of the Commonwealth of Virginia a Statement of Registration as a Registered Limited Liability Partnership pursuant to Section 50-73.78 of the Virginia RULPA and Section 50-73.132 of the Virginia Uniform Partnership Act (1996) (Va. Code Ann. § 50-73.79 et seq.).

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of ET Sub-Riverview Ridge Limited Partnership, L.L.P. this 16^th day of January, 1998.

ET GENPAR, L.L.C.
By:	ElderTrust Operating Limited
	Partnership, Sole Member
	By:	ElderTrust Realty Group, Inc., General Partner
		By:	/s/ D. Lee McCreary, Jr.
			D. Lee McCreary, Jr.
			Vice President and Secretary

2

EX-3.26.2

Exhibit 3.26.2

AGREEMENT

OF

LIMITED PARTNERSHIP

OF

ET SUB-RIVERVIEW RIDGE LIMITED PARTNERSHIP, L.L.P.

Dated: January 30, 1998

TABLE OF CONTENTS

			Page
1.	CERTAIN DEFINITIONS		1
2.	FORMATION; NAME; PLACE OF BUSINESS		4
	2.1.	Formation of Partnership; Filing of Certificate and Statement of Registration	4
	2.2.	Name of Partnership	4
	2.3.	Place of Business	4
	2.4.	Registered Office and Registered Agent	5
3.	PURPOSES AND POWERS OF PARTNERSHIP		5
4.	TERM OF PARTNERSHIP		5
5.	CAPITAL		5
	5.1.	Capital Contribution of the General Partner	5
	5.2.	Capital Contributions of Limited Partners	5
	5.3.	Capital Accounts	5
	5.4.	No Interest on Capital Contributions or Amounts in Capital Account	6
	5.5.	Liability of Limited Partners	6
	5.6.	Return of Capital	6
6.	ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS		6
	6.1.	Allocations of Profits and Losses	6
	6.2.	Distributions	6
7.	MANAGEMENT		6
	7.1.	Management and Control of Partnership Business	6
	7.2.	Other Activities of Partners	7
	7.3.	Liability of General Partner and Affiliates to Partnership and Limited Partners	7
	7.4.	Limitation on Liability of General Partner and Affiliates; Indemnification	7
	7.5.	No Management by Limited Partners	8
8.	BANK ACCOUNTS; BOOKS AND RECORDS; STATEMENTS; TAXES; FISCAL YEAR		9
	8.1.	Bank Accounts	9
	8.2.	Books and Records	9
	8.3.	Tax Returns	9
	8.4.	Federal Income Tax Elections	9
	8.5.	Fiscal Year	10
9.	TRANSFER OF INTERESTS		10
10.	ADMISSION OF ADDITIONAL PARTNERS.		10

			Page
11.	WITHDRAWAL OF A PARTNER.		10
12.	DISSOLUTION		10
13.	MISCELLANEOUS PROVISIONS		10
	13.1.	Severability	10
	13.2.	Amendment Procedure	11
	13.3.	Entire Agreement	11
	13.4.	Pronouns	11
	13.5.	Headings	11
	13.6.	Governing Law	11
	13.7.	Execution in Counterparts	11

ii

AGREEMENT OF LIMITED PARTNERSHIP

OF

ET SUB-RIVERVIEW RIDGE LIMITED PARTNERSHIP, L.L.P.

RECITALS

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”).

WHEREAS, the General Partner and the Limited Partner have formed a partnership pursuant to the provisions of the Virginia Revised Uniform Limited Partnership Act (Va. Code Ann. § 50-73.1 et seq.) as amended from time to time, and any successor thereto (the “Virginia RULPA”) under the name ET Sub-Riverview Ridge Limited Partnership, L.L.P. (the “Partnership”);

WHEREAS, (i) pursuant to the Virginia RULPA, the General Partner has filed a Certificate of Limited Partnership relating to the Partnership and (ii) pursuant to the Virginia RULPA and the Virginia Uniform Partnership Act (1996) (Va. Code Ann. § 50-73.79 et seq.), as amended from time to time, and any successor thereto (the “Virginia UPA”), the General Partner has filed a Statement of Registration as a limited liability partnership relating to the Partnership; and

WHEREAS, the General Partner and the Limited Partner desire to continue the business of the Partnership pursuant to this Agreement.

NOW, THEREFORE, in consideration for the foregoing, and of the covenants and agreements hereinafter set forth, it is hereby agreed as follows:

1. CERTAIN DEFINITIONS

Unless the context otherwise specifies or requires, the terms defined in this Section 1 shall, for the purposes of this Agreement, have the meanings herein specified. Unless otherwise specified, all references herein to Sections or Schedules are to Sections of, or Schedules attached to, this Agreement.

Adjusted Basis: The basis for determining gain or loss for federal income tax purposes from the sale or other disposition of property, as defined in Section 1011 of the Code.

Affiliate: With respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any Person owning or

controlling ten percent (10%) or more of the outstanding voting interests of such Person, (iii) any Person of which such Person owns or controls ten percent (10%) or more of the voting interests or (iv) any officer, director, general partner or trustee of such Person or of any Person referred to in clauses (i), (ii) or (iii) above. For purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

Agreed Value: (i) In the case of any property contributed to the Partnership by a Partner, the 704(c) Value of such property as of the time of its contribution to the Partnership, reduced by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed and (ii) in the case of any property distributed to a Partner by the Partnership, the Partnership’s Carrying Value of such property at the time such property is distributed, reduced by any indebtedness either assumed by such Partner upon such distribution or to which such property is subject at the time of distribution as determined under Section 752 of the Code and the Regulations thereunder. The aggregate Agreed Value of all property contributed to the Partnership by a Partner shall be set forth next to such Partner’s name on Schedule A.

Agreement: As defined in the Recitals.

Capital Account: The capital account established and maintained for each Partner pursuant to Section 5.3.

Capital Contribution: Any property (including cash) contributed to the Partnership by or on behalf of a Partner.

Carrying Value: (i) With respect to any asset contributed or deemed to be contributed to the Partnership or revalued on the Partnership’s books, the fair market value of such asset at the time of contribution or revaluation (as determined by the General Partner) reduced, but not below zero, by all deductions for depreciation, amortization, cost recovery and expense in lieu of depreciation debited to the Capital Accounts of the Partners pursuant to with respect to such asset since the time of contribution or last revaluation up to the time the Carrying Value is to be determined; and (ii) with respect to any other asset of the Partnership, the Adjusted Basis of such asset as of the time the Carrying Value is to be determined.

Certificate: The Certificate of Limited Partnership, and any and all amendments thereto or restatements thereof, filed on behalf of the Partnership with the Recording Office as required under the Virginia RULPA.

Code: The Internal Revenue Code of 1986, as in effect and hereafter amended, and, unless the context otherwise requires, applicable regulations thereunder. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law.

2

Fiscal Year: The fiscal year of the Partnership for financial accounting purposes, and for federal, state and local income tax purposes, which shall be the calendar year unless changed by the General Partner in accordance with Section 8.5.

General Partner: As defined in the Recitals or any other Person admitted to the Partnership as a general partner.

Limited Partner: As defined in the Recitals or any other Person admitted to the Partnership as a limited partner.

Partner: As defined in the Recitals.

Partnership: As defined in the Recitals.

Partnership Assets: All assets and property, whether tangible or intangible and whether real, personal or mixed, at any time owned by or held for the benefit of the Partnership.

Partnership Interest: As to any Partner, all of the interest of that Partner in the Partnership, including, without limitation, such Partner’s (i) right to a distributive share of the income, gain, losses and deductions of the Partnership in accordance herewith and (ii) right to a distributive share of Partnership Assets.

Person: Any individual, corporation, association, partnership, limited partnership, limited liability company, joint venture, trust, estate or other legal or commercial entity or organization.

Recording Office: The office of the State Corporation Commission of the Commonwealth of Virginia.

Regulations: The regulations issued by the United States Department of the Treasury under the Code, as now in effect and as they may be amended from time to time, and any successor regulations.

704(c) Value: With respect to any property contributed to the Partnership by a Partner, the fair market value of such property at the time of contribution as determined by the General Partner using such reasonable method of valuation as it may adopt; provided, however, that the General Partner shall, in its sole and absolute discretion, use such method as it deems reasonable and appropriate to allocate the aggregate of the 704(c) Values of properties contributed to the Partnership in a single or integrated transaction among each separate property on a basis proportional to its fair market value.

Statement of Registration: The Statement of Registration as a registered limited liability partnership, and any and all amendments thereto and restatements thereof, filed on behalf of the Partnership with the Recording Office as required under the Virginia UPA.

Termination Date: December 31, 2096.

Virginia RULPA: As defined in the Recitals.

3

Virginia UPA: As defined in the Recitals.

2. FORMATION; NAME; PLACE OF BUSINESS

2.1. Formation of Partnership; Filing of Certificate and Statement of Registration

The General Partner and the Limited Partner hereby execute this Agreement for the purpose of forming the Partnership and establishing the rights, duties and relationship of the Partners. The General Partner has previously filed the Certificate and the Statement of Registration with the Recording Office. If the laws of any jurisdiction in which the Partnership transacts business so require, the General Partner also shall file, with the appropriate office in that jurisdiction, a copy of the Certificate or the Statement of Registration as filed with the Recording Office or any other documents necessary for the Partnership to qualify to transact business and to establish and maintain the Partners’ limited liability under the Virginia RULPA and the Virginia UPA. The Partners further agree and obligate themselves to execute, acknowledge and cause to be filed for record, in the place or places and manner prescribed by law, any amendments to the Certificate or the Statement of Registration as may be required, either by the Virginia RULPA or the Virginia UPA, by the laws of a jurisdiction in which the Partnership transacts business or by this Agreement, to reflect changes in the information contained therein or otherwise to comply with the requirements of law for the continuation, preservation and operation of the Partnership as a registered limited liability partnership under the Virginia RULPA and the Virginia UPA.

2.2. Name of Partnership

The name under which the Partnership shall conduct its business is “ET Sub-Riverview Ridge Limited Partnership, L.L.P.” The business of the Partnership may be conducted under any other name permitted by the Virginia RULPA and the Virginia UPA that is deemed necessary or desirable by the General Partner, in its sole and absolute discretion, except that such other name may not include the name of any Limited Partner unless such is also the name of the General Partner. The General Partner promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the Commonwealth of Virginia or any jurisdiction in which the Partnership conducts business and shall take such other actions as the General Partner determines are required by the laws of the Commonwealth of Virginia, or any other jurisdiction in which the Partnership conducts business to use the name or names under which the Partnership conducts business.

2.3. Place of Business

The principal place of business of the Partnership shall be located at 415 McFarlan Road, Suite 202, Kennett Square, Pennsylvania 19348. The General Partner may hereafter change the principal place of business of the Partnership to such other place or places within the United States as the General Partner may from time to time determine, in its sole and absolute discretion, provided that the General Partner shall give written notice thereof to the Limited Partners within 30 days after the effective date of any such change and, if necessary, shall amend the Certificate and the Statement of Registration in accordance with the applicable

4

requirements of the Virginia RULPA and the Virginia UPA. The General Partner may, in its sole and absolute discretion, establish and maintain such other offices and additional places of business of the Partnership, either within or without the Commonwealth of Virginia, as it deems appropriate.

2.4. Registered Office and Registered Agent

The street address of the registered office of the Partnership shall be 5511 Staples Mill Road, Richmond, Virginia 23228, and the Partnership’s registered agent at such address shall be Mr. Edward R. Parker, Esq.

3. PURPOSES AND POWERS OF PARTNERSHIP

The Partnership may carry on any lawful business purpose or activity for which a limited partnership may be organized under the Virginia RULPA. The Partnership shall have all power necessary or convenient to the conduct, promotion or attainment of its business, purposes and activities.

4. TERM OF PARTNERSHIP

The Partnership shall commence on the date upon which the Certificate is duly filed with the Recording Office and shall continue until the Termination Date, unless dissolved and liquidated before the Termination Date in accordance with the provisions of Section 12.

5. CAPITAL

5.1. Capital Contribution of the General Partner

As of the date of this Agreement, the General Partner has made a Capital Contribution to the Partnership with an Agreed Value as set forth on Schedule A. Except to the extent required under the Virginia RULPA, the General Partner shall not be required to make any additional Capital Contributions to the Partnership.

5.2. Capital Contributions of Limited Partners

As of the date of this Agreement, the Limited Partner has made a Capital Contribution to the Partnership with an Agreed Value as set forth opposite its name on Schedule A. Upon its admission to the Partnership, each additional Limited Partner shall make a Capital Contribution to the Partnership with an Agreed Value as determined by the General Partner and agreed to by such Limited Partner. The Limited Partners shall not be required to make any Capital Contributions to the Partnership other than as set forth in this Section 5.2 or to the extent required under the Virginia RULPA.

5.3. Capital Accounts

A separate Capital Account shall be established and maintained for each Partner in all events in accordance with the rules of Regulations Section 1.704-1(b)(2)(iv), as amended from time to time.

5

5.4. No Interest on Capital Contributions or Amounts in Capital Account

No Partner shall be entitled to receive any interest on its Capital Contributions or its outstanding Capital Account balance.

5.5. Liability of Limited Partners

Except as provided in the Virginia RULPA, no Limited Partner shall be liable personally for the obligations of the Partnership.

5.6. Return of Capital

Except upon the dissolution of the Partnership or as may be specifically provided in this Agreement, no Partner shall have the right to demand or to receive the return of all or any part of its Capital Account or its contributions to the capital of the Partnership.

6. ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

6.1. Allocations of Profits and Losses

The Partnership’s profits and losses shall be allocated among the Partners on the basis of the Agreed Value of the Capital Contributions made by each Partner to the Partnership as set forth on Schedule A.

6.2. Distributions

The General Partner from time to time, in its sole discretion, shall determine the amount of cash and other property of the Partnership that is not reasonably necessary for the operation of the Partnership and is available for distribution to the Partners and shall cause the Partnership to distribute such cash or property to the Partners. Any such distributions of cash or other assets of the Partnership shall be allocated among the Partners on the basis of the Agreed Value of the Capital Contributions made by each Partner to the Partnership as set forth on Schedule A.

7. MANAGEMENT

7.1. Management and Control of Partnership Business

Responsibility for the management of the business and affairs of the Partnership shall be vested in the General Partner, which shall have all right, power and authority to manage, operate and control the business and affairs of the Partnership and to do or cause to be done any and all acts, at the expense of the Partnership, deemed by it to be necessary or convenient to the furtherance of the purpose of the Partnership described in this Agreement, and all powers, statutory or otherwise, possessed by a general partner of a limited partnership under the Virginia RULPA. Without limiting the generality of the foregoing, the General Partner, in its sole discretion, may retain such persons or entities (including the General Partner and any person or entity in which the General Partner shall have an interest or of which the General Partner is an

6

Affiliate) as it shall determine to provide services to or on behalf of the Partnership for such compensation as the General Partner deems appropriate; provided, however, that the General Partner shall discharge its duties to the Partnership and the Limited Partners under the Virginia RULPA and this Agreement and shall exercise any rights consistent with the obligation of good faith and fair dealing.

7.2. Other Activities of Partners

Any Partner may have other business interests or may engage in other business ventures of any nature or description whatsoever, whether currently existing or hereafter created, and may compete, directly or indirectly, with the business of the Partnership. No Partner or Affiliate thereof shall incur any liability to the Partnership as a result of such Partner’s or Affiliate’s pursuit of such other business interest, ventures and competitive activity, and neither the Partnership nor the other Partners shall have any right to participate in such other business ventures or to receive or share in any income or profits derived therefrom.

7.3. Liability of General Partner and Affiliates to Partnership and Limited Partners

Neither the General Partner nor any of its Affiliates shall be liable to the Partnership or to the Limited Partners for any losses sustained or liabilities incurred as a result of any act or omission of any of such Persons, unless such Person: (i) failed to account to the Partnership and hold as trustee for it any property, profit or benefit derived by such Person in the conduct and winding up of the Partnership business or derived from a use by such Person of Partnership property, including the appropriation of a Partnership opportunity; (ii) dealt with the Partnership in the conduct or winding up of the Partnership business as or on behalf of a party having an interest adverse to the Partnership; (iii) competed with the Partnership in the conduct of the Partnership business before the dissolution of the Partnership; or (iv) engaged in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law in the conduct and winding up of the Partnership business; provided, however, that neither the General Partner nor any of its Affiliates shall be deemed to have violated the duties or obligations of such Person under the Virginia RULPA or this Agreement merely because such Person’s conduct furthers such Person’s own interest.

7.4. Limitation on Liability of General Partner and Affiliates; Indemnification

Except as provided in the Virginia RULPA and the Virginia UPA, neither the General Partner nor any of its Affiliates shall be, solely by reason of being the General Partner or an Affiliate of the General Partner, liable, directly or indirectly, including by way of indemnification, contribution, assessment or otherwise, for debts, obligations or liabilities of, or chargeable to, the Partnership, whether sounding in tort, contract or otherwise.

The Partnership shall indemnify and hold harmless the General Partner, its Affiliates and any officers, employees or agents of the Partnership (individually, in each case, an “Indemnitee”), to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from

7

any and all claims, demands, actions, suits or proceedings, whether threatened, pending or completed and whether civil, criminal, administrative, arbitrative or investigative, including, without limitation, any appeal to any such claim, demand, action, suit or proceeding and any inquiry or investigation that could lead to such claim, demand, action, suit or proceeding, arising out of or incidental to the ordinary course of business of the Partnership or the preservation of its business or properties and in which any such Indemnitee may be, or may have been, involved, or threatened to be involved, as a party or otherwise, by reason of the fact that he, she or it (i) is or was the General Partner, an Affiliate of the General Partner or an officer, employee or agent of the Partnership or (ii) is or was serving at the request of the Partnership as a director, officer, member, general or limited partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, limited liability company, joint venture, partnership, limited partnership, sole proprietorship, trust, employee benefit plan or other enterprise, to the fullest extent permitted under the Virginia RULPA, regardless of whether the Indemnitee continues to be the General Partner, an Affiliate of the General Partner or an officer, employee or agent of the Partnership, at the time any such liability or expense is paid or incurred; provided, however, that this provision shall not eliminate or limit the liability of an Indemnitee for any breach of the Indemnitee’s duties to the Partnership or its Limited Partners as set forth in Section 7.1 or Section 7.3 hereof. Any right of an Indemnitee under this Section 7.4 shall be a contract right and as such shall run to the benefit of such Indemnitee. Any repeal or amendment of this Section 7.4 shall be prospective only and shall not limit the rights of any such Indemnitee or the obligations of the Partnership with respect to any claim arising from or related to the status or the services of such Indemnitee in any of the foregoing capacities prior to any such repeal or amendment to this Section 7.4. Such right shall include the right to be paid by the Partnership expenses incurred in investigating or defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Virginia RULPA. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the Partnership within sixty (60) days after a written claim has been received by the Partnership, the claimant may at any time thereafter bring suit against the Partnership to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under the Virginia RULPA, but the burden of proving such defense shall be on the Partnership. Neither the failure of the Partnership to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the Indemnitee is permissible in the circumstances nor an actual determination by the Partnership that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event of the death of any Indemnitee, such right shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights conferred above shall not be exclusive of any other right which any Indemnitee may have or hereafter acquire under any statute, resolution, agreement or otherwise. If authorized by the General Partner, the Partnership may purchase and maintain insurance on behalf of any Indemnitee to the full extent permitted by the Virginia RULPA.

7.5. No Management by Limited Partners

No Limited Partner shall take part in the day-to-day management, operation or control of the business and affairs of the Partnership or have any right, power or authority to act

8

for or on behalf of or to bind the Partnership or transact any business in the name of the Partnership. The Limited Partners shall have no rights other than those specifically provided herein or granted by law where consistent with a valid provision hereof. In the event any laws, rules or regulations applicable to the Partnership, or to its sale or issuance of interests in the Partnership, require a Limited Partner, or any group or class thereof, to have certain rights, options, privileges or consents not granted by the terms of this Agreement, then such Limited Partners shall have and enjoy such rights, options, privileges and consents as long as (but only as long as) the existence thereof does not result in a loss of the limitation on liability enjoyed by the Limited Partners under the Virginia RULPA or the applicable laws of any other jurisdiction.

8. BANK ACCOUNTS; BOOKS AND RECORDS; STATEMENTS; TAXES; FISCAL YEAR

8.1. Bank Accounts

All funds of the Partnership shall be deposited in its name in such checking and savings accounts, time deposits or certificates of deposit, or other accounts at such banks, as shall be designated by the General Partner from time to time, and the General Partner shall arrange for the appropriate conduct of such account or accounts.

8.2. Books and Records

The General Partner shall keep, or cause to be kept, accurate, full and complete records of the Partnership as required by the Virginia RULPA.

8.3. Tax Returns

The General Partner shall, at the expense of the Partnership, cause to be prepared and delivered to the Partners, in a timely fashion after the end of each Fiscal Year, copies of all federal and state income tax returns for the Partnership for such Fiscal Year, one copy of which shall be filed by the General Partner. The General Partner is designated as the “tax matters partner” (as defined in the Code) of the Partnership and is authorized and required to represent the Partnership (at the expense of the Partnership) in connection with all examinations of the affairs of the Partnership by any federal, state, or local tax authorities, including any resulting administrative and judicial proceedings, and to expend funds of the Partnership for professional services and costs associated therewith. Each Partner agrees to cooperate with the General Partner and to do or refrain from doing any or all things reasonably required by the General Partner in connection with the conduct of such proceedings; provided, however, that in no event shall any Limited Partner be required to do or refrain from doing anything which would cause such Limited Partner to be deemed a general partner of the Partnership.

8.4. Federal Income Tax Elections

Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any election pursuant to the Code (including, without limitation, the election under Section 754 of the Code). The General Partner shall have the right to seek to revoke any such election upon the General Partner’s determination in its sole and absolute discretion that such revocation is in the best interests of the Partner.

9

8.5. Fiscal Year

The Fiscal Year of the Partnership for financial and Federal, state and local income tax purposes shall initially be the calendar year. The General Partner shall have authority to change the beginning and ending dates of the Fiscal Year if the General Partner, in its sole and absolute discretion, deems such change to be necessary or appropriate to the business of the Partnership, and the General Partner shall give written notice of any such change to the Limited Partners within thirty (30) days after the occurrence thereof.

9. TRANSFER OF INTERESTS

A Partner from time to time may assign or transfer all or any part of its Partnership Interest, including granting security interests in such Partnership Interest.

10. ADMISSION OF ADDITIONAL PARTNERS.

(a) The General Partner may admit additional persons to the Partnership as general or limited partners at such times and on such terms as the General Partner and the Limited Partners may agree (with the agreement of a majority in interest of the Limited Partners on such matters binding all Limited Partners).

(b) The Partnership shall continue as a limited partnership under the Virginia RULPA after the admission of any additional general or limited partners pursuant to this Section 10.

11. WITHDRAWAL OF A PARTNER.

Upon the withdrawal of any Partner from the Partnership, the Partnership shall return to such Partner, without interest, the amount of such Partner’s Capital Contributions which has been received by the Partnership and has not been previously returned.

12. DISSOLUTION

The Partnership shall dissolve and its affairs shall be wound up on the Termination Date or at such earlier time as (a) the Partners determine by unanimous written consent or (b) required by the Virginia RULPA.

13. MISCELLANEOUS PROVISIONS

13.1. Severability

The invalidity of any one or more provision hereof or of any other agreement or instrument given pursuant to or in connection with this Agreement shall not affect the remaining portions of this Agreement or any such other agreement or instrument or any part thereof, all of which are inserted conditionally on their being held valid in law; and in the event that one or more of the provisions contained herein or therein should be invalid, or should operate to render this Agreement or any such other agreement or instrument invalid, this Agreement and such other agreements and instruments shall be construed as if such invalid provisions had not been inserted.

10

13.2. Amendment Procedure

The Partners may at any time and from time to time amend this Agreement by executing a written amendment signed by authorized representatives of all Persons who are Partners at such time.

13.3. Entire Agreement

This Agreement (including the Schedule hereto) contains the entire agreement among the Partners with respect to the transactions contemplated herein, and supersedes all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein and therein.

13.4. Pronouns

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or entity may require.

13.5. Headings

Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

13.6. Governing Law

This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia (but not including the choice of law rules thereof).

13.7. Execution in Counterparts

To facilitate execution, this Agreement may be executed in as many counterparts as may be required; and it shall not be necessary that the signatures of, or on behalf of, each party, or that the signatures of all persons required to bind any party, appear on each counterpart; but it shall be sufficient that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on one or more of the counterparts. All counterparts shall collectively constitute a single agreement. It shall not be necessary in making proof of this Agreement to produce or account for more than a number of counterparts containing the respective signatures of, or on behalf of, all of the parties hereto.

11

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement, or have caused this Agreement to be duly executed on their behalf, as of the day and year first hereinabove set forth.

GENERAL PARTNER:
ET GENPAR, L.L.C.
By:	ElderTrust Operating Limited
	Partnership, Sole Member
	By:	ElderTrust, General Partner
		By:		/s/ D. Lee McCreary, Jr.
				Name:	D. Lee McCreary, Jr.
				Title:	Vice President and
					Secretary
LIMITED PARTNER:
ELDERTRUST OPERATING LIMITED PARTNERSHIP
	By:	ElderTrust, General Partner
		By:	/s/ D. Lee McCreary, Jr.
				Name:	D. Lee McCreary, Jr.
				Title:	Vice President and
					Secretary

12

SCHEDULE A

To Agreement of Limited Partnership of ET Sub-Riverview Ridge Limited Partnership, L.L.P.

[INTENTIONALLY OMITTED]

EX-3.27.1

Exhibit 3.27.1

CERTIFICATE OF LIMITED PARTNERSHIP

OF

ET SUB-SANATOGA LIMITED PARTNERSHIP

THE UNDERSIGNED, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, Delaware Code Annotated, Title 6, Chapter 17, does hereby certify as follows:

FIRST:	The name of the limited partnership is ET Sub-Sanatoga Limited Partnership (the “Limited Partnership”).
SECOND:	The name and address of the registered agent is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.
THIRD:	The name and mailing address of the general partner is ET Sanatoga LLC, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of ET Sub-Sanatoga Limited Partnership as of January 24, 2001.

BY:	ET SANATOGA, LLC
	By:	ElderTrust Operating Limited Partnership, Authorized Agent
		By:	ElderTrust, General Partner
			By:	/s/ D. Lee McCreary, Jr.
				D. Lee McCreary, Jr.
				President and Chief
				Executive Officer

EX-3.27.2

Exhibit 3.27.2

AGREEMENT OF LIMITED PARTNERSHIP

OF

ET SUB-SANATOGA LIMITED PARTNERSHIP

A Delaware Limited Partnership

TABLE OF CONTENTS

		Page
ARTICLE 1. DEFINITIONS
ARTICLE 2. FORMATION, PURPOSES AND DURATION		7
2.1	Formation	7
2.2	Name	7
2.3	Purpose	7
2.4	Place of Business	7
2.5	Term	7
2.6	Registered Agent and Office	7
2.7	Qualification	7
ARTICLE 3. CAPITAL CONTRIBUTIONS		8
3.1	Initial Capital Contributions and Percentages	8
3.2	No Interest on Capital	8
3.3	Withdrawal of Capital	8
ARTICLE 4. DISTRIBUTIONS AND ALLOCATIONS		8
4.1	Distributions	8
4.2	Allocation of Income and Losses	8
4.3	Income Tax Classification	8
ARTICLE 5. ACCOUNTING AND RECORDS		9
5.1	Books and Records.	9
5.1.1	Maintenance	9
5.1.2	Recordkeeping	9
5.1.3	Method of Accounting	9
5.2	Accounts and Accounting.	10
5.2.1	Capital Accounts	10
5.2.2	Account Balances	10
5.3	Basis Information	10
5.4	Fiscal Periods	10
5.5	Reports	10
ARTICLE 6. POWERS AND DUTIES OF PARTNERS		10
6.1	General Partner Power and Authority	10
6.2	Tax Matters Partner.	10
6.2.1	Tax Matters Partner	10
6.2.2	Indemnification	11
6.3	Reimbursement of Costs	11
6.4	Limited Partners.	11
6.4.1	No Management Rights	11
6.4.2	Limited Liability	11
6.5	Indemnification; Reimbursement of Expenses; Insurance	11
ARTICLE 7. TRANSFERS OF INTERESTS; WITHDRAWAL		12
7.1	General Partner Transfers	12
7.2	Limited Partner Transfers	12
7.3	Invalid Transfers	12
7.4	Limited Partner Withdrawal	12

- 2 -

7.5	General Partner Withdrawal.	12
7.5.1	Events of Withdrawal	12
7.5.2	Voluntary Withdrawal	12
ARTICLE 8. DISSOLUTION, WINDING UP AND TERMINATION		12
8.1	Dissolution	12
8.2	Winding Up and Termination.	13
8.2.1	Distribution Priority	13
8.2.2	Continued Validity of Agreement	13
8.3	Liquidation of Assets	13
8.4	Final Accounting	14
ARTICLE 9. GENERAL PROVISIONS		14
9.1	Complete Agreement	14
9.2	Amendments.	14
9.2.1	Conditions to Amendments	14
9.2.2	Amendments Without Limited Partner Approval	14
9.2.3	Notice of Proposed Amendments	14
9.3	Notices	14
9.4	Severability	15
9.5	Survival of Rights	15
9.6	Governing Law	15
9.7	Terminology and Construction	15
9.8	Counterparts	15
9.9	Further Assurances	15
9.10	No Third-Party Rights	15
9.11	Loans and Other Transactions with Partners and Affiliates	15

- 3 -

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”).

W I T N E S S E T H:

WHEREAS, the General Partner and the Limited Partner desire to enter into a limited partnership agreement in accordance with the terms and conditions of this Agreement of Limited Partnership (“Agreement”) and the Delaware Revised Uniform Limited Partnership Act for the purposes hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

ARTICLE 1.   DEFINITIONS

As used herein the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

1.1 “Act” shall mean the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, as amended from time to time.

1.2 “Additional Capital Contribution” shall mean, with respect to any Partner, the cash and fair market value of other property contributed to the capital of the Partnership by such Partner at any time after formation of the Partnership in accordance with the terms of this, Agreement (but not including any Initial Capital Contribution), with respect to the Interest then held by such Partner, but without regard to any distributions made with respect to such Interest.

1.3 “Affiliate” shall mean, with respect to any Person, another Person directly, or indirectly through one or more intermediaries, controls or is controlled by, or under common control with the Person in question. The term “control” as used in the preceding sentence means, with respect to a Person that is a corporation, partnership or limited liability company, the right to exercise, directly or indirectly, more than 50% of the voting rights attributable to the shares of, or other interests in, the controlled corporation, partnership or limited liability company, and, with respect to a Person that is not a corporation, partnership or limited liability company, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled Person.

1.4 “Agreement” shall mean this Agreement of Limited Partnership, as executed, and as amended, modified, supplemented or restated from time to time.

1.5 “Approval” shall mean, as to any Partner, the prior Notice given by such Partner to all other Partners, or as otherwise provided in this Agreement, of the authorization or consent by such Partner to any decision or action taken or to be taken by the Partnership or any Partner hereunder. Reference to Approval of a majority or any specified percentage in Interest of the

- 4 -

Limited Partners at any time shall mean the Approval of Limited Partners whose Interests represent a majority or such specified percentage, of the Interests of all of the Limited Partners set forth on Schedule A.

1.6 “Capital Contribution” shall mean, with respect to any Partner, such Partner’s Initial Capital Contribution and Additional Capital Contributions, if any.

1.7 “Cash Flow” with respect to any Partnership fiscal period shall mean all cash receipts of the Partnership during such fiscal period (other than contributions to Partnership capital or the proceeds of indebtedness used or to be used in the operation of the Partnership’s business) less (i) all Partnership cash disbursements during such fiscal period as the General Partner shall determine in its sole discretion are necessary for the conduct of the Partnership’s business, and (ii) such other reserves established by the General Partner in its sole discretion during such fiscal period for anticipated Partnership expenses or Partnership debt repayments. Cash Flow shall also include any other Partnership funds, including, without limitation, any amounts previously set aside as reserves by the General Partner, no longer deemed by the . General Partner necessary for the conduct of the Partnership’s business.

1.8 “Certificate” shall mean a certificate of limited partnership as required by the Act for formation of the Partnership as a limited partnership under the laws of the State of Delaware, as originally executed, and as amended, modified, supplemented or restated from time to time.

1.9 “Code” shall mean the Internal Revenue Code of 1986, as amended, or corresponding provisions of future laws.

1.10 “Dissolution” shall have the meaning given such term in Subsection 8.2.1 hereof.

1.11 “Event of Withdrawal” shall mean, as to any General Partner, any withdrawal event described in the Act occurring with respect to such General Partner.

1.12 “Fiscal Year” shall have the meaning given such term in Section 5.3 hereof.

1.13 “General Partner” is identified in the preamble to this Agreement.

1.14 “General Partner Interest” shall mean the Interest of a General Partner.

1.15 “Income” means for each fiscal period, an amount equal to the Partnership’s taxable income, if any, for such fiscal period, determined in accordance with Section 703(a) of the Code, adjusted by any and all adjustments required to be made in order to determine capital account balances, if any, in compliance with Regulations Section 1.704-1(b).

1.16 “Indemnitee” shall have the meaning given such term in Section 6.5 hereof.

1.17 “Initial Capital Contribution” shall mean, with respect to any Partner, the cash and fair market value of other property actually contributed to the capital of the Partnership by that Partner as set forth on Schedule A pursuant to Section 3.1 hereof upon formation of the Partnership with respect to the Interest then held by such Partner.

- 5 -

1.18 “Interest” or “Partnership Interest” shall mean, when used with reference to any Person, the entire ownership interest of such Person in income, gains, losses, deductions, tax credits, distributions and Partnership assets, and all other rights and obligations of such Person under the terms and provisions of this Agreement and the Act. Reference to a majority or a specified percentage in Interest of the Partners shall mean Partners whose Interests represent a majority or such specified percentage, or, in either case, a greater percentage, of the Percentage Interests of all of the Partners.

1.19 “Limited Partner” shall mean the Limited Partner set forth in the preamble and each limited partner hereunder admitted in the future, unless otherwise indicated.

1.20 “Limited Partner Interest” shall mean the Interest of a Limited Partner.

1.21 “Loss” means, for each fiscal period, an amount equal to the Partnership’s taxable loss, if any, for such fiscal period, determined in accordance with Section 703(a) of the Code, adjusted by any and all adjustments required to be made in order to determine capital account balances, if any, in compliance with Regulations Section 1.704-1(b).

1.22 “Notice” shall mean a written communication given in accordance with the provisions of Section 10.3 hereof.

1.23 “Partner” shall mean any General Partner or any Limited Partner, unless otherwise indicated.

1.24 “Partnership” shall mean the limited partnership formed pursuant to this Agreement.

1.25 “Percentage Interest” shall mean, for each Partner, the percentage set forth on Schedule A, as adjusted from time to time as provided in this Agreement.

1.26 “Person” shall mean any individual, partnership, limited liability company, corporation, trust or other entity, or any government or political subdivision, or any agency, department or instrumentality thereof.

1.27 “Proceeding” shall have the meaning given such term in Section 6.5 hereof.

1.28 “Property” means that certain real property known as Sanatoga Commons a/k/a Park Lane Commons at Sanatoga, located in Pottstown, Pennsylvania, and all buildings and improvements now or hereafter located thereon.

1.29 “Regulations” shall mean the Treasury Regulations promulgated under the Code, as such Treasury Regulations shall be in effect from time to time.

1.30 “Tax Matters Partner” shall have the meaning given such term in Section 6.2.1 hereof.

- 6 -

ARTICLE 2. FORMATION, PURPOSES AND DURATION

2.1 Formation. The Partners hereby agree to constitute themselves a limited partnership pursuant to the Act, effective upon the filing of the Certificate in the office of the Secretary of State of Delaware, solely to carry on the Partnership business and purposes set forth herein. The General Partner shall prepare, execute and file the Certificate in the office of the Secretary of State of Delaware and in such other offices as are required under the Act for formation of the Partnership as a limited partnership thereunder.

2.2 Name. The name of the Partnership shall be ET Sub-Sanatoga Limited Partnership. The business of the Partnership shall be conducted solely under such name and all assets of the Partnership shall be held under such name.

2.3 Purpose. The Partnership is organized for the purpose of (i) acquiring, purchasing, selling, exchanging, operating, reconstructing, leasing, assigning, transferring, financing, encumbering and otherwise dealing in or with the Property and any other real property, personal property, equipment, supplies and other items in relation to the purposes stated herein, (ii) doing any and all things permitted by law incident to the foregoing, including, without limitation, borrowing funds, pledging Partnership assets, and dealing with tangible and intangible property of all kinds, (iii) in general, carrying on any other business in connection with the foregoing, or otherwise, and having and exercising all the powers conferred by the laws of the Delaware on limited partnerships, and (iv) transacting any or all lawful business for which a limited partnership may be organized under the laws of Delaware.

2.4 Place of Business. The principal office and place of business of the Partnership shall be located at 101 State Street, suite 100, Kennett Square, Pennsylvania 19348, or at such other place as the General Partner may from time to time designate by Notice given to all of the other Partners.

2.5 Term. The term of the Partnership shall commence upon the filing of the Certificate in the office of the Secretary of State of Delaware, and shall continue thereafter until the Partnership is dissolved, wound up and terminated as provided in this Agreement.

2.6 Registered Agent and Office. The name and address of the registered agent of the Partnership for service of process on the Partnership in Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The address of the registered office of the Partnership in Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The General Partner, in its sole discretion and by Notice given to the other Partners, and without the Approval of any other Partner, may remove the Partnership’s registered agent and appoint a replacement therefor, may change the Partnership’s registered office, and may effect such amendments to the Certificate as are required under the Act to effect and/or evidence the same.

2.7 Qualification. The Partnership shall qualify and register as a foreign limited partnership and shall file assumed name certificates in each jurisdiction where required by reason of the nature of its business, and shall otherwise file such instruments and documents in such public offices in Delaware and in such other jurisdictions as is necessary in order to give effect to the provisions of this Agreement and to evidence the nature of the Partnership as a limited partnership under the laws of Delaware.

- 7 -

ARTICLE 3.  CAPITAL CONTRIBUTIONS

3.1 Initial Capital Contributions and Percentages. The Partners shall make the Initial Capital Contributions and shall have the Percentage Interests set forth on Schedule A to this Agreement. At such time from time to time that the General Partner deems it necessary, and without the Approval of any other Partner, the General Partner may make Additional Capital Contributions to the Partnership in such amounts as are determined by the General Partner. The Limited Partner may, but shall not be obligated to, make Additional Capital Contributions to the Partnership. Any Additional Capital Contributions made to the Partnership by a Partner shall, absent agreement to the contrary by all of the Partners, not change or alter the Percentage Interests of the Partners but shall be reflected in the capital account of the contributing Partner or Partners.

3.2 No Interest on Capital. Interest earned on Partnership funds, including contributed capital, shall inure solely to the benefit of the Partnership and no interest shall be paid by the Partnership upon any Capital Contribution to the Partners, or on or with respect to the capital accounts attributable to the Interests held by the Partners, or to any Partner on any undistributed or reinvested income or gains of the Partnership.

3.3 Withdrawal of Capital. Except as expressly provided in this Agreement, no Partner shall be entitled to withdraw any amount of its Capital Contribution nor any amount on account of its capital account, nor shall any Partner receive any distribution from the Partnership, demand or receive any property from the Partnership other than cash, or receive any payments or distributions in respect of its Capital Contributions or capital account or in respect of any undistributed or reinvested income or profits of the Partnership.

ARTICLE 4.   DISTRIBUTIONS AND ALLOCATIONS

4.1 Distributions. Within 45 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2000, the Partnership shall make a distribution of Cash Flow for such Fiscal Year to the Partners in proportion to their respective Percentage Interests.

4.2 Allocation of Income and Losses. Income and Losses of the Partnership shall be allocated to the Partners in proportion to their respective Percentage Interests.

4.3 Income Tax Classification. The Partners intend that for federal and state income tax purposes the Partnership is an entity disregarded as separate from the Limited Partner and not an association taxable as a corporation pursuant to Section 7701(a)(2) of the Code and the Regulations promulgated thereunder. The provisions of this Agreement shall be applied and construed in a manner to give full effect to such intent. The Partners shall not file or cause to be filed any election to have the Partnership taxed as a corporation pursuant to Section 7701(a)(2) of the Code. If the Partnership admits additional partners or the General Partner has a member other than the Limited Partner that is considered a partner for federal income tax purposes, the Partners and the Partnership intend that the Partnership will be a partnership for federal and state

- 8 -

tax purposes and the Partners and the Partnership shall take all steps necessary, including amending this Agreement, to ensure that the Partnership complies with the rules applicable to an entity treated as a partnership for federal and state tax purposes.

ARTICLE 5.  ACCOUNTING AND RECORDS

5.1 Books and Records.

5.1.1 Maintenance. At all times during the term of this Agreement, the General Partner shall cause accurate books and records of account to be maintained for the Partnership in which shall be entered all matters relating to the business and operations of the Partnership. The Partnership’s books and records shall be maintained at the Partnership’s principal place of business. Each Partner, its authorized representatives, and any supervisory or regulatory authority shall have the right to inspect, examine and copy the books, records, files and other documents of the Partnership during normal business hours at the Partnership’s principal place of business.

5.1.2 Recordkeeping. The General Partner shall maintain at the Partnership’s registered office designated pursuant to Section 2.6 each of the following:

(a) A current list of the full name and last known address of each. Partner in alphabetical order, identifying General Partner and Limited Partners;

(b) A copy of the Certificate, as amended or restated, together with executed copies of any powers of attorney pursuant to which any Certificate has been executed;

(c) Copies of the Partnership’s federal, state and local income tax returns and reports, if any, for the 3 most recent years;

(d) Copies of this Agreement, as amended or restated;

(e) Copies of any financial statements of the Partnership for the 3 most recent Fiscal Years; and

(f) Copies of any other instruments or documents reflecting matters required to be in writing pursuant to this Agreement.

5.1.3 Method of Accounting. Partnership books and financial records shall be kept in accordance with the accrual method of accounting and as otherwise may be required by law and generally accepted accounting principles, and shall otherwise be adequate to provide each Partner with all such financial information as such Partner shall reasonably require to satisfy the tax and financial reporting obligations of such Partner. Each Partner shall be entitled to any additional information necessary for the Partner to adjust its financial basis statements to federal income tax basis statements (or vice versa) as the Partner’s individual needs may dictate.

- 9 -

5.2 Accounts and Accounting.

5.2.1 Capital Accounts. There shall be established a capital account for each Partner (a “Capital Account”), which shall be determined and maintained throughout the full term of the Partnership in accordance with the capital accounting rules of Regulation Section 1.704-1(b) from time to time in effect. In no event shall any adjustment in the Capital Contributions or Percentage Interest of any Partner be made on account of any adjustment having been made to the Capital Account of such Partner.

5.2.2 Account Balances. Except as otherwise provided in this Agreement, whenever it becomes necessary to ascertain the balance of any Partner’s Capital Account, such determination shall be made after giving effect to all allocations of Partnership income, gains, losses and deductions for the current year, and all distributions for such year, in each case in respect of transactions effected prior to the date as of which such determination is being made.

5.3 Basis Information. Each Partner shall provide to the Partnership all information for the Partnership to determine the tax basis for federal income tax purposes of its interest in any property contributed to the Partnership.

5.4 Fiscal Periods. The Fiscal Year of the Partnership (“Fiscal Year”) shall be the calendar year, except that the first Fiscal Year shall begin on the date that the Partnership commences and the last Fiscal Year shall end on the date that the Partnership terminates.

5.5 Reports. The General Partner shall, at Partnership expense, provide such financial reports throughout the Fiscal Year as the Partners shall reasonably request to evaluate the Partnership’s business. The books of account for the Partnership shall be closed promptly at the end of each Partnership Fiscal Year.

ARTICLE 6.  POWERS AND DUTIES OF PARTNERS

6.1 General Partner Power and Authority. The management and control of the Partnership and its business shall be vested exclusively in the General Partner and the General Partner shall have all of the rights, powers and authority generally conferred under the Act or other applicable law, on behalf and in the name of the Partnership, to carry out any and all of the objects and purposes of the Partnership and to perform all acts and, enter into, perform, negotiate and execute any and all leases, documents, contracts and agreements on behalf of the Partnership that the General Partner, exercising reasonable discretion, deems necessary or desirable (including, without limitation, any mortgage, promissory note or other documents evidencing or securing any loan benefitting the Partnership. The consent or authorization of any Limited Partner shall not be required for any lease, document, contract, agreement, mortgage or promissory note to be the valid and binding obligation of the Partnership.

6.2 Tax Matters Partner.

6.2.1 Tax Matters Partner. The General Partner is designated the tax matters partner (“Tax Matters Partner”) as provided in Section 6231(a)(7) of the Code and corresponding provisions of applicable state law.

- 10 -

6.2.2 Indemnification. The Partnership shall indemnify and reimburse the Tax Matters Partner for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Partners. The payment of all such expenses shall be made before any distributions are made to the Partners hereunder, and before any discretionary reserves are set aside by the General Partner. The taking of any action and the incurring of any expense by the Tax Matters Partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole discretion of the Tax Matters Partner, and the provisions hereof limiting the liability of and providing indemnification for the General Partner shall be fully applicable to the Tax Matters Partner in its capacity as such.

6.3 Reimbursement of Costs. The General Partner shall be entitled to receive from the Partnership out of Partnership funds available therefor (including Capital Contributions of the Limited Partners) reimbursement of all amounts expended by the General Partner in payment out of its own funds on behalf or for the benefit of the Partnership.

6.4 Limited Partners.

6.4.1 No Management Rights. Except in the case of a Limited Partner that is also a General Partner (and then only in its capacity as a General Partner within the scope of its authority hereunder), no Limited Partner shall have any right, power or authority to participate in the control or management of the Partnership’s business or affairs, or to act for or bind the Partnership in any way, such right, power and authority being vested solely in the General Partner. Without limiting the foregoing, no Limited Partner shall have the right or authority to be consulted with respect to investment decisions or other Partnership affairs or to vote on matters other than as set forth in this Agreement.

6.4.2 Limited Liability. Except as expressly provided in this Agreement, by the Act or by other applicable law, no Limited Partner shall have any personal liability whatsoever for any debts, liabilities or other obligations of the Partnership, and the liability of a Limited Partner in connection with the Partnership shall be limited to its obligation to make payment of its Capital Contribution as and to the extent provided in this Agreement.

6.5 Indemnification; Reimbursement of Expenses; Insurance. The Partnership may (a) indemnify to the fullest extent permitted by the Act each Partner, each Partner’s Affiliates, and each Partner’s members, partners and officers (each, an “Indemnitee”) in connection with any threatened, pending or completed action, suit or proceeding (“Proceeding”), any appeal therein, or any inquiry or investigation preliminary thereto, arising in connection with the management or conduct of the business or affairs of the Company or their activities with respect thereto, and (b) pay or reimburse each Indemnitee for expenses incurred by it (1) in advance of the final disposition of a Proceeding to which such Indemnitee was, is or is threatened to be made a party, and (2) in connection with its appearance as a witness or other participation in any Proceeding. The provisions of this Section 6.5 shall not be exclusive of any other right under any law, provision of this Agreement or otherwise. The Partnership may purchase and maintain insurance to protect itself, each Indemnitee and any employee or agent of the Partnership, whether or not the Partnership would have the power to indemnify such person under this

- 11 -

Section 6.5. This indemnification obligation shall be limited to the assets of the Partnership and no Partner shall be required to make a capital contribution in respect thereof

ARTICLE 7.  TRANSFERS OF INTERESTS; WITHDRAWAL

7.1 General Partner Transfers. Except as otherwise provided by law, the General Partner shall not transfer all or any part of its Interest to any Person.

7.2 Limited Partner Transfers. Except as otherwise permitted by law, no Limited Partner shall transfer all or any part of its Interest to any Person (including, without lirnitation, any transfer of all or any part of its Interest to a Person who becomes an Assignee of a beneficial Interest in the Partnership, although not a Substitute Limited Partner) without the consent of the General Partner, which consent may be withheld by the General Partner in its sole discretion.

7.3 Invalid Transfers. Any purported transfer of a Partner Interest made in violation of Article 7 hereof shall be null and void as against the Partnership.

7.4 Limited Partner Withdrawal. No Limited Partner may withdraw as a Partner, nor may a Limited Partner be required to withdraw as a Partner, prior to Dissolution, liquidation, winding-up and termination of the Partnership and its business. The substitution, death, insanity, dissolution (whether voluntary or involuntary), merger, bankruptcy or other change in the ownership or nature of a Limited Partner shall not effect a Dissolution of the Partnership or otherwise affect the Partnership’s existence.

7.5 General Partner Withdrawal.

7.5.1 Events of Withdrawal. Upon the occurrence of an Event of Withdrawal with respect to the General Partner, the Partnership shall dissolve unless, within 90 days after the occurrence thereof, the Limited Partners all agree in writing to continue the Partnership business and to the appointment of one or more Persons as General Partner(s).

7.5.2 Voluntary Withdrawal. The General Partner may not withdraw as a Partner prior to Dissolution, liquidation, winding-up and termination of the Partnership and its business.

ARTICLE 8. DISSOLUTION, WINDING UP AND TERMINATION

8.1 Dissolution. The Partnership shall dissolve upon the occurrence of any of the following events:

(a) Upon Approval of the General Partner and a majority in Interest of the Limited Partners to dissolve the Partnership;

(b) Upon the sale, transfer or distribution of all or substantially all of the Partnership’s assets;

(c) Upon the occurrence of an Event of Withdrawal of the General Partner; or

- 12 -

(d) The entry of a decree of judicial dissolution under the Act by a court of competent jurisdiction.

Notwithstanding the foregoing or anything else in this Agreement; upon Dissolution the Partnership may remain in existence for up to two years after the end of the Fiscal Year during which Dissolution occurs to permit an orderly winding-up of the Partnership’s business and affairs.

8.2 Winding Up and Termination.

8.2.1 Distribution Priority. Upon the dissolution of the Partnership as provided in Section 8.1 hereof (“Dissolution”), the Partnership assets shall be liquidated (except as permitted by Section 8.3 hereof) and the affairs of the Partnership shall be wound up and terminated by the General Partner or, if there is no General Partner, by a liquidating trustee selected by a majority in Interest of the Limited Partners. Upon completion of such liquidation and winding up, but not later than two years after the end of the Fiscal Year during which Dissolution occurs, and after taking into account all capital account adjustments and allocations of income, gains, losses and deductions for the Partnership taxable year during which Dissolution occurs, including, without limitation, the allocation of all income, gains, losses and deductions pursuant to Article 4 hereof that would arise if all Partnership assets to be distributed in kind were sold for their fair market values, the assets of the Partnership shall be liquidated and disposed of and distributed as follows:

(a) First, to the payment of debts and liabilities of the Partnership and expenses of the liquidation and winding up;

(b) Second, to the setting up of any reserves (to be held in a special interest-bearing account) which the General Partner or the liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership; provided, however, that at the expiration of such time as the General Partner or such trustee shall deem advisable (not to exceed two (2) years from the event which caused Dissolution, except in the case of any litigation matter where the length of time such reserves are maintained shall be determined by the General Partner or the liquidating trustee in its sole discretion), the balance of such reserves remaining after payment of such contingent liabilities shall be distributed in the manner set forth in Subsection 8.2.1(c);

(c) Third, the balance in proportion to the positive balances in the Partners’ capital accounts.

8.2.2 Continued Validity of Agreement. Notwithstanding any Dissolution of the Partnership, prior to such time as the Partnership shall be terminated as provided herein the Partnership’s business and the affairs of the Partners, as such, shall continue to be governed by this Agreement.

8.3 Liquidation of Assets. Notwithstanding the provisions of Section 8.2, if the General Partner or the liquidating trustee shall determine that an immediate sale of all or part of the Partnership assets would cause undue loss to the Partners, then the General Partner or the liquidating trustee may notify the Partners or their representatives of such fact and, to avoid such

- 13 -

loss, may defer liquidation of and withhold from distribution for a reasonable time any assets of the Partnership not required to satisfy the Partnership’s debts and obligations, or may distribute the Partnership’s assets to the Partners in kind. The General Partner or the liquidating trustee may not so defer liquidation and distribution of Partnership assets, however, to the extent prohibited by the laws of any jurisdiction in which the Partnership is then formed or qualified.

8.4 Final Accounting. The General Partner or the liquidating trustee shall provide to each Partner a financial statement setting forth the assets and liabilities of the Partnership as of the date of Dissolution and all income, gains, losses and deductions realized by the Partnership upon completion of the liquidation of Partnership assets. Upon compliance by the General Partner or the liquidating trustee, as applicable, with the foregoing distribution plan, the General Partner or liquidating trustee shall take such steps as are required under the Act to cancel the Certificate, upon the completion of which the Partnership shall terminate and the Partners shall cease to be such.

ARTICLE 9.  GENERAL PROVISIONS

9.1 Complete Agreement. This Agreement (including Schedule A), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof, and supersedes all agreements, representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter hereof and thereof. No party hereto shall be bound by or charged with any oral or written agreements, representations, warranties, statements, promises or understandings not specifically set forth in this Agreement (including Schedule A and all exhibits). The terms of this Agreement supersede any description of the Partnership appearing in any other document.

9.2 Amendments.

9.2.1 Conditions to Amendments. This Agreement may be amended in whole or in part only with the Approval of the General Partner and a majority in Interest of the Limited Partners.

9.2.2 Amendments Without Limited Partner Approval. The General Partner, without the Approval of any other Partner, may amend Schedule A and may make such other amendments to the Certificate as are required to accurately reflect the names, addresses and Capital Contributions of the Partners and the admission to the Partnership of any Person in accordance with the terms of this Agreement, whether as a General Partner or a Limited Partner.

9.2.3 Notice of Proposed Amendments. The General Partner shall give Notice to each other Partner of any proposed amendment, which Notice shall set forth the text of the proposed amendment.

9.3 Notices. All Notices to the Partners under this Agreement shall be in writing and shall be (i) delivered by personal service, (ii) delivered by courier service, (iii) telecopied or (iv) sent by certified or registered mail, postage prepaid, return receipt requested, to the Partners at the addresses and fax numbers set forth on Schedule A. Except as otherwise expressly set forth herein, each Notice shall be effectively given when delivered at the address or fax number set forth on Schedule A. Any Notice given by telecopier, facsimile or similar means shall be confirmed by hard copy delivered as soon as possible. Rejection or other refusal to accept a

- 14 -

Notice or the inability to deliver a Notice because of a changed address or fax number of which no Notice was given as provided herein shall be deemed to be receipt of the Notice sent. By giving to the other parties Notice thereof, the parties hereto and their respective permitted successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addressees or addresses for Notices, and each shall have the right to specify as its address for Notices any other address within the United States of America.

9.4 Severability. In the event that any provision of this Agreement shall be held to be invalid or unenforceable, the same shall not affect in any respect whatsoever the validity or enforceability of the remainder of this Agreement.

9.5 Survival of Rights. Except as provided herein to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties signatory hereto, and their respective permitted successors and assigns.

9.6 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of Delaware, without regard to its conflict of law principles; provided that nothing contained herein shall be deemed to limit a party instituting legal proceedings hereunder to any single venue.

9.7 Terminology and Construction. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. Titles of Articles, Sections and Subsections are for convenience only, and neither limit nor amplify the provisions of this Agreement. All references herein to Articles, Sections, Subsections, clauses and schedules should be deemed references to such parts of this Agreement unless the context otherwise requires.

9.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same agreement.

9.9 Further Assurances. Each party hereto agrees to do all acts and things, and to make, execute and deliver such written instruments, as shall from time to time be reasonably required to carry out the terms and provisions of this Agreement.

9.10 No Third-Party Rights. This Agreement shall not (directly, indirectly, contingently or otherwise) confer or be construed as conferring any rights or benefits on any Person that is not named a Partner hereunder.

9.11 Loans and Other Transactions with Partners and Affiliates. From time to time, the Partnership may enter into transactions with, or borrow funds from, a Partner or Affiliate. As a material consideration and inducement for entering into a transaction with, or making a loan to, the Partnership, it is agreed that the Partner or Affiliate, and their respective successors and assigns, or any person, firm or entity acting on behalf of, or on the directions of, such Partner or Affiliate, involved in such transaction or loan, may, at any time and for any reason, exercise and enforce any and all provisions, rights and remedies provided for in the underlying legal documents or available at law or in equity, for such transaction or loan, including, but not limited

- 15 -

to, foreclosing on any property of the Partnership pledged as collateral for a loan, initiating adversarial legal proceedings against the Partnership, or taking any other actions which could have an adverse effect on the Partnership or its other Partners or their respective Affiliates. The exercise or enforcement of any such provisions, rights or remedies shall not, under any circumstances, be construed as a breach of any fiduciary duty, legal, equitable or otherwise, owed by the Partner or Affiliate to the Partnership or it Partners or their respective Affiliates, it being expressly understood by all that such provisions, rights and remedies may be exercised and enforced to the fullest extent permitted by applicable law. Neither the Partnership or its Partners or their respective Affiliates shall be entitled to defend against the exercise or enforcement of any such provisions, rights and remedies on any ground relating, directly or indirectly, to the fact that the Partner has an ownership interest in the Partnership or that the Affiliate is affiliated with a Partner of the Partnership. If the Partnership, any Partner or any Affiliate violates or seeks to violate the provisions of this Section by raising such a defense, then, in addition to any other rights available at law or in equity, the defending party shall have the right to plead the provisions of this Section as a waiver, estoppel or other appropriate response or defense to any conflicting allegation or contention.

- 16 -

IN WITNESS WHEREOF, the undersigned have executed this Agreement of Limited Partnership as of the day and year first above written.

GENERAL PARTNER:
ET SANATOGA, LLC
	By:	ElderTrust Operating Limited Partnership, Its Managing Member
		By:	ElderTrust, Its General Partner
			By:	/s/ D. Lee McCreary, Jr.
				D. Lee McCreary, Jr.
				President and Chief Executive Officer
LIMITED PARTNER:
ELDERTRUST OPERATING LIMITED PARTNERSHIP
		By:	ElderTrust, Its General Partner
			By:	/s/ D. Lee McCreary, Jr.
				D. Lee McCreary, Jr.
				President and Chief Executive Officer

- 17 -

SCHEDULE A

[INTENTIONALLY OMITTED]

EX-3.28.1

Exhibit 3.28.1

CERTIFICATE OF FORMATION

OF

ET SALISBURY I, L.L.C.

1. NAME

The name of the limited liability company is ET Salisbury I, L.L.C. (the “LLC”).

2. REGISTERED OFFICE AND AGENT

The address of the LLC’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the LLC’s registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of ET Salisbury I, L.L.C. this 17th day of December, 1998.

By:	ElderTrust Operating Limited     Partnership, authorized agent
	By:	ElderTrust, general partner
		By:	/s/ D. Lee McCreary, Jr.
			D. Lee McCreary, Jr.
			Senior Vice President
			and Secretary

EX-3.28.2

Exhibit 3.28.2

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION

OF

ET SALISBURY I, L.L.C.^’

It is hereby certified that:

1. The name of the limited liability company (the “Limited Liability Company”) is ET Salisbury I, L.L.C.

2. The certificate of formation of the Limited Liability Company is hereby amended by striking out Article 1 and by substituting in lieu thereof the following new Article 1:

“1. The name of the Limited Liability Company is ET Sanatoga, LLC (the “LLC”)”.

3. The effective time of the amendment herein certified shall be upon the acceptance of this certificate of amendment by the Secretary of State of the State of Delaware.

Executed on January 24, 2001

ET SALISBURY I, L.L.C.
BY:	ElderTrust Operating Limited Partnership, Authorized Agent
	By:	ElderTrust, General Partner
		By:	/s/ D. Lee McCreary, Jr.
			D. Lee McCreary, Jr.
			President and Chief Executive Officer

EX-3.28.3

Exhibit 3.28.3

LIMITED LIABILITY COMPANY AGREEMENT

OF

ET SANATOGA, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ET SANATOGA, 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.

RECITALS

1. WHEREAS, ELDERTRUST OPERATING LIMITED PARTNERSHIP (“Member”) is the only member of the Company.

2. WHEREAS, the Member desires that this Agreement be, and hereby is, the sole governing document of the Company.

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act: “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Affiliate: “Affiliate” of another Person shall mean any Person directly or indirectly controlling, controlled by, or under common control with, such other Person.

Agreement: “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Asset Transfer Agreement: “Asset Transfer Agreement” shall mean that certain Asset Transfer Agreement, by and between Delm Nursing, Inc. and ET Sub-Sanatoga Limited Partnership.

Bankruptcy: “Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceeding, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi)

seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. With respect to the Members, the foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

Code: “Code” shall mean the Internal Revenue Code of 1986, as amended.

Company: “Company” shall mean ET SANATOGA, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Dispose, Disposing or Disposition: “Dispose,” “Disposing” or “Disposition” shall mean a sale, assignment, transfer, exchange, mortgage, pledge, grant of a security interest, or other disposition or encumbrance (including, without limitation, by operation of law), or any act thereof.

Independent Director: “Independent Director” shall mean a natural person serving on the board of directors of the Independent Member who is not at the time of admission and has not been at any time during the preceding five (5) years: (i) a stockholder, director, officer, employee or partner of the Company, ElderTrust Operating Limited Partnership or any Affiliate of either of them; (ii) a person having any direct financial interest in the Company, or in any Affiliate of the Company; (iii) a customer, supplier or other person who derives more than 10% of its purchases or revenues from its activities with the Company, ElderTrust Operating Limited Partnership or any Affiliate of either of them; (iv) a person controlling or under common control with any such stockholder, director, officer, employee, partner, customer, supplier or other person; or (v) a member of the immediate family of any such stockholder, director, officer, employee, partner, customer, supplier or other person. As used herein, the following term shall have the following meanings: “control” means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a person or entity, whether through ownership of voting securities, by contract or otherwise; “person” means a natural person, corporation or other entity, government, or political subdivision, agency, or instrumentality of a government. Notwithstanding the foregoing, an Independent Director may serve in similar capacities for other “special purpose” entities formed by ElderTrust Operating Limited Partnership or any Affiliate thereof.

Independent Member: “Independent Member” shall mean a member of the Company who is not at the time of admission and has not been at any time during the preceding five (5) years: (i) a stockholder, director, officer, employee or partner of the Company, a Member, ElderTrust Operating Limited Partnership or any Affiliate of any of them; (ii) a person having any direct financial interest in the Company, or in any Affiliate of the Company; (iii) a customer, supplier or other person who derives more than 10% of its purchases or revenues from

- 2 -

its activities with the Company, ElderTrust Operating Limited Partnership or any Affiliate of any of them; (iv) a person controlling or under common control with any such stockholder, director, officer, employee, partner, customer, supplier or other person; or (v) a member of the immediate family of any such stockholder, director, officer, employee, partner, customer, supplier or other person. As used herein, the following term shall have the following meanings: “control” means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a person or entity, whether through ownership of voting securities, by contract or otherwise; “person” means a natural person, corporation or other entity, government, or political subdivision, agency, or instrumentality of a government. The Independent Member shall, in addition to the foregoing, be an entity managed by a board of directors that has two Independent Directors. Notwithstanding the foregoing, an Independent Member may serve in similar capacities for other “special purpose” entities formed by ElderTrust Operating Limited Partnership or any Affiliate thereof.

Lease Agreement: “Lease Agreement” shall mean that certain Lease Agreement, by and between Delm Nursing, Inc., as Tenant, and ET Sub-Sanatoga Limited Partnership, as Landlord.

Managing Member: “Managing Member” shall mean ElderTrust Operating Limited Partnership and any successor Managing Member appointed pursuant to this Agreement, each in its capacity as a managing member of the Company.

Member: “Member” shall mean ElderTrust Operating Limited Partnership and any Person hereafter admitted to the Company as a member of the Company as provided in this Agreement, each in its capacity as a member of the Company.

Membership Interest: “Membership Interest” shall mean the limited liability company interest of a Member in the Company, including, without limitation, rights in the capital of the Company, rights to receive distributions (liquidating or otherwise) and allocations of profits and losses. A Member’s Membership Interest shall be expressed as a percentage which shall equal the ratio that the value of the capital contributions made by such Member bears to the capital contributions of all Members.

Obligations: “Obligations” shall mean the indebtedness, liabilities and obligations of the Company under or in connection with this Agreement, the Lease Agreement, the Asset Transfer Agreement or any related document, including, without limitation, any agreement amending, modifying or replacing the aforementioned documents, in effect as of any date of determination.

Person: “Person” shall have the meaning given that term in Section 18-101(12) of the Act.

ARTICLE II

ORGANIZATION

Section 2.1 Formation. The parties hereto execute this Agreement for the purpose of setting forth their rights and obligations.

- 3 -

Section 2.2 Certificate of Formation; Foreign Qualification. The Certificate of Formation of the Company was filed of record in the office of the Secretary of State of the State of Delaware on the 18th day of December, 1998, and was amended by Certificate of Amendment to Certificate of Formation which was filed with the State of Delaware on the 24th day of January, 2001, in accordance with the Act. Prior to the Company’s conducting business in any jurisdiction other than the State of Delaware, the Managing Member of the Company shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Managing Member, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction. At the request of the Managing Member of the Company, each Member shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue and terminate the qualification of the Company as a foreign limited liability company in all such jurisdictions in which the Company may conduct business. The Managing Member, John H. Haas and D. Lee McCreary, Jr. are each hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware.

Section 2.3 No State Law Partnership, Liability to Third Parties. The Member intends that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purpose other than federal and state tax purposes, and that this Agreement not be construed to suggest otherwise. Except as otherwise specifically provided in the Act, no Member shall be liable for the debts, obligations or liabilities of the Company or any other Member, including under a judgment, decree or order of a court. The Member intends that for federal and state income tax purposes the Company is an entity disregarded as separate from the Member and not an association taxable as a corporation pursuant to Section 7701(a)(2) of the Code and the Regulations promulgated thereunder. The provisions of this Agreement shall be applied and construed in a manner to give full effect to such intent. The Member shall not file or cause to be filed any election to have the Company taxed as a corporation pursuant to Section 7701(a)(2) of the Code. If the Company has more than one Member, then to the extent more than one Member is considered a partner for federal income tax purposes, the Company intends to be a partnership for federal and state tax purposes and the Member and the Company shall take all steps necessary, including amending this Agreement, to ensure that the Company complies with the rules applicable to an entity treated as a partnership for federal and state tax purposes.

- 4 -

ARTICLE III

PURPOSES AND POWERS, PRINCIPAL OFFICE, REGISTERED

AGENT AND REGISTERED OFFICE, AND PERIOD OF DURATION

Section 3.1 Purposes and Powers. The nature of business or purposes to be conducted or promoted by the Company is limited to the following activities:

(a) to acquire a membership interest in and act as the general partner of ET Sub-Sanatoga Limited Partnership (the “Partnership”) which is engaged solely in the ownership, operation and maintenance of the real estate project known as Sanatoga Commons a/k/a Park Lane Commons at Sanatoga located in Pottstown, Pennsylvania (the “Property”) acquired in connection with the Asset Purchase Agreement, pursuant to and in accordance with this Agreement and the Partnership’s Agreement of Limited Partnership; and

(b) to engage in any activity and exercise any powers permitted by the Act that are related or incidental to the foregoing and necessary, convenient or advisable to accomplish the foregoing, including the management of the Property pursuant to, among other things, the Lease Agreement.

So long as any Obligation is outstanding, the purposes of the Company shall not be amended, modified or supplemented in any respect. The Company shall not engage in any activities other than as permitted by this Section 3.1.

Section 3.2 Principal Office. The initial principal office of the Company is located at 101 East State Street, Suite 100, Kennett Square, Pennsylvania, 19348. The principal office of the Company may be relocated from time to time by determination of the Managing Member.

Section 3.3 Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

Section 3.4 Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

ARTICLE IV

MEMBERSHIP AND DISPOSITIONS OF INTERESTS

Section 4.1 Members. Upon execution of this Agreement, ElderTrust Operating Limited Partnership is hereby admitted as a member of the Company. ElderTrust Operating Limited Partnership’s Membership Interest shall be (and so long as any Obligation is outstanding, shall remain) one hundred percent (100%).

Section 4.2 Admission of Independent Member. Notwithstanding anything else to the contrary herein, after the formation of the Company and in accordance with Section 18-301(d) of the Act, the Managing Member may issue an Independent Member Membership Interest equal to (and so long as any Obligation is outstanding, shall remain) zero (0%). The Independent .Member, if any, is a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301(d) of the Act, the Independent Member, if any, shall not be required to make a capital contribution to the Company and shall not receive a limited liability company

- 5 -

interest in the Company. The Independent Member, if any, may not bind the Company, and the Independent Member, if any, shall have no voting rights other than those expressly granted in this Agreement or as required by any mandatory provision of the Act.

Section 4.3 Elimination of Preemptive Rights. No Member shall be entitled as such, as a matter of right, to subscribe for or purchase interests in the Company of any class, now or hereafter authorized.

Section 4.4 Resignation. Except as otherwise provided in this Agreement, a Member does not have the right or power to resign from the Company as a Member.

Section 4.5 Restriction on the Disposition of the Membership Interest. Except as otherwise expressly set forth in this Agreement, no Member shall Dispose of all or any part of its Membership Interest. The Company shall not recognize, for any purpose, any purported Disposition of all or part of the Member’s Membership Interest or any right or interest appertaining thereto.

Section 4.6 Bankruptcy of the Member. Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member shall not cause such Member to cease to be a member of the Company and, upon the occurrence of such an event, the business of the Company shall continue without dissolution.

ARTICLE V

CAPITAL CONTRIBUTIONS

Section 5.1 Initial Capital. The Managing Member has contributed cash or property of an agreed value as set forth in the books and records of the Company.

Section 5.2 Additional Contributions. No Member is required to make any additional capital contribution to the Company. A Member (other than the Independent Member, if any) may make additional capital contributions to the Company at any time upon the written consent of such Member. The provisions of this Agreement, including this Section 5.2, are intended solely to benefit the Members and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and no Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

Section 5.3 Return of Contributions. A Member is not entitled to demand the return of any part of its capital contribution, if any, or to payment of interest in respect of either its capital account, if any, or its capital contribution, if any. Except as otherwise expressly set forth in this Agreement, neither the Company nor any Member has any obligation to return the capital contribution of a Member.

- 6 -

ARTICLE VI

PROFITS, LOSSES, ACCOUNTING, TAXES AND DISTRIBUTION

Section 6.1 Allocation of Profits and Losses; Distributions. The Company’s profits and losses shall be allocated to the Managing Member. Distributions shall be made to the Managing Member at the times and in the aggregate amounts determined by the Managing Member. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to make a distribution to any Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or any other applicable law. If the Company is intended to be classified as a partnership for federal and state income tax purposes, then prior to the admission of additional members who will be considered partners for federal and state income tax purposes, the Members shall provide (through amendment to this Agreement or otherwise) for the allocation of the Company’s net income and net loss for any taxable year among the Members in proportion to their Membership Interests; provided that such allocation shall be in accordance with the Code and Regulations thereunder (including, without limitation, Section 704(c) of the Code and the Regulations thereunder).

Section 6.2 Books: Fiscal Year: Accounting Terms.

(a) The books of the Company shall be kept on the accrual basis and in accordance with generally accepted accounting principles consistently applied.

(b) The fiscal year of the Company for financial and tax reporting purposes shall end on December 31st of each year, unless otherwise required by law.

Section 6.3 Elections. The Company or the Managing Member on behalf of the Company shall not make an election to be treated as an association taxable as a corporation for U.S. federal income tax purposes or under state or local law.

ARTICLE VII

MANAGEMENT, LIABILITY OF MEMBERS,

RIGHTS TO OBTAIN INFORMATION

Section 7.1 Managing Member. Except as otherwise specifically provided in this Agreement, the Managing Member shall have the authority to, and shall, conduct the affairs of the Company. Notwithstanding anything in this Agreement to the contrary, the Company, and the Managing Member or any officer of the Company on behalf of the Company, is hereby authorized to enter into and perform the Asset Purchase Agreement and the Lease Agreement and any agreement or other document necessary, incidental to or contemplated by the foregoing, and any amendment or supplement to such agreements, without any further act, vote or approval of any Person. The foregoing authorization shall not be deemed a restriction on the power of the Company, and the Managing Member or any officer of the Company, on behalf of the Company to enter into other agreements.

Section 7.2 Independent Member. The Independent Member, if any, shall have the authority set forth in this Agreement. Upon the termination of Asset Purchase Agreement and the Lease Agreement and the repayment of all outstanding Obligations, the Independent Member, if any, shall automatically resign from the Company.

- 7 -

Section 7.3 Action by Independent Member. (a) So long as any Obligation is outstanding, the Company, and any Member or other Person on behalf of the Company, may take the following actions only with the unanimous approval of the Members, including the approval of the Independent Member, if any (including with respect to the Independent Member, the approval of its two Independent Directors):

(i) make an assignment for the benefit of creditors on behalf of Company or any Affiliate of Company;

(ii) file a voluntary petition in bankruptcy or make or commence an insolvency filing or proceeding or any similar filing or proceeding on behalf of Company or any Affiliate of Company;

(iii) file a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation on behalf of Company or any Affiliate of Company;

(iv) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Company or any Affiliate of Company in any proceeding of the type described in subclauses (i) through (iii) of this Subsection (a);

(v) seek, consent to, or acquiesce in the appointment of a trustee, receiver or liquidator of the Company or any Affiliate of Company or of all or any substantial part of the Company’s properties or any Company Affiliate’s properties;

(vi) amend this Agreement;

(vii) to the fullest extent permitted by law, voluntarily dissolve and wind up, or consolidate or merge the Company or any Affiliate of Company or sell all or substantially all of the assets of the Company or any Affiliate of Company;

(viii) admit in writing Company’s or any Affiliate of Company’s inability to pay its debts generally as they become due or take any action in furtherance of the foregoing; or

(ix) engage in any business activity not set forth in Section 3.1 of this Agreement.

To the fullest extent permitted by law, the Independent Member, if any, shall not be guilty of breaching any fiduciary duty to any other Member by refusing to consent to any of the above listed actions.

(b) Notwithstanding anything in this Agreement, so long as any Obligation is outstanding (i) the Company may not take any of the actions set forth in subsections (vii) or (ix) of Subparagraph (a) of this Section and (ii) Sections 3.1, 4.6, 7.1, 7.2, 7.3 and 8.1 and Article IX and Article XI of this Agreement may not be amended.

- 8 -

Section 7.4 Officers.

(a) The Company shall have an officer designated as the Company’s President who shall be appointed from time to time by the Managing Member. The President shall be the chief operating officer of the Company. The President of the Company is hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business. The President of the Company shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company. Other primary management functions of the Company shall be assigned by the Managing Member.

(b) The Company also may have officers designated as vice presidents who shall be appointed from time to time by the Managing Member. The vice presidents shall have such powers and duties as may from time to time be assigned to them by the Managing Member or the President. At the request of the President, or in the case of his absence or disability, the vice president designated by the President (or in the absence of such designation, the vice president designated by the Managing Member) shall perform all the duties of the president and when so acting, shall have all the powers of the President. The initial officers of the Company are D. Lee McCreary, Jr., President and John H. Haas, Vice President and Treasurer.

(c) The Managing Member may appoint such other officers as it may deem advisable from time to time. Each officer of the Company shall hold office at the pleasure of the Managing Member, and the Managing Member may remove any officer at any time, with or without cause. If appointed by the Managing Member the officers shall have the duties assigned to them by the Managing Member.

Section 7.5 Indemnification.

(a) General. Except as otherwise provided in this Section 7.5, the Company shall indemnify the Members and the officers of the Company and may indemnify any employee or agent of the Company who was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative and whether formal or informal) other than an action by or in the right of the Company, where such Person is a party because such Person is or was a Member, officer, employee, or agent of the Company. Except as otherwise provided in this Section 7.5, the Company shall indemnify its Members against expenses, including, attorney fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Members in connection with an action, suit or proceeding relating to acts or omissions of that Person regarding the items set forth in Section 7.3(b) of this Agreement.

(b) Permissive Indemnification. Except as otherwise provided in this Section 7.5, the Company shall indemnify each Member or officer and may indemnify such employee or agent against expenses, including attorneys fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or

- 9 -

proceeding. To the fullest extent permitted by law, the Company shall indemnify each Member or officer and may indemnify such employee or agent if the Person acted in good faith and did not engage in willful misconduct or gross negligence. With respect to a criminal action or proceeding, the Person must have had no reasonable cause to believe such Person’s misconduct was unlawful. Unless ordered by a court, any indemnification permitted under this Section 7.5(b) shall be made by the Company only as the Company authorizes in the specific case after (i) determining that the indemnification is proper under the circumstances because the person to be indemnified has met the applicable standard of conduct and (ii) evaluating the reasonableness of the expenses and of the amounts paid in settlement. This determination and evaluation shall be made by a majority vote of the Members who are not parties or threatened to be made parties to the action, suit or proceeding. However, no indemnification shall be provided to any Member, officer, employee, or agent of the Company for or in connection with (i) the receipt of a financial benefit to which the person is not entitled; (ii) voting for or assenting to a distribution to Members in violation of this Agreement or the Act; (iii) a knowing violation of law; or (iv) acts or omissions of such Person constituting willful misconduct or gross negligence.

(c) Mandatory Indemnification. To the extent that a Member, Director, officer, employee, or agent of the Company has been successful on the merits or otherwise in defense of an action, suit, or proceeding described in Section 7.5(a) or in defense of any claim, issue, or other matter in such action, suit or proceeding, such person shall be indemnified against actual and reasonable expenses, including reasonable attorney fees, incurred by such person in connection with the action, suit, proceeding and any action, suit or proceeding brought to enforce such mandatory indemnification.

Section 7.6 Exculpation; Duties.

(a) No Member or officer of the Company shall be liable to the Company or any other Person who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member or officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or officer by this Agreement, except that a Member or officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s or officer’s willful misconduct or gross negligence.

(b) To the extent that at law or in equity, the Members or an officer, employee or agent of the Company (each, an “Indemnified Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any Member, any such Indemnified Person acting under this Agreement shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnified Person.

(c) Whenever in this Agreement the Managing Member is permitted or required to make a decision (i) in its “sole discretion”, or “discretion” or under a grant of similar authority or latitude, the Managing Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any

- 10 -

consideration to any interest of or factors affecting the Company or any other Member, or (ii) in its “good faith” or under another expressed standard, the Managing Member shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein or by relevant provisions of law or in equity or otherwise.

ARTICLE VIII

DISSOLUTION, LIQUIDATION AND TERMINATION OF THE COMPANY

Section 8.1 Dissolution.

(a) Subject to Section 7.3, the Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Managing Member and, so long as any Obligation is outstanding, all other members of the Company, including, without limitation, the Independent Member, if any; (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(b) Upon the occurrence of any event that causes the last remaining Member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative of such Member is hereby authorized to, and shall, within ninety days after the occurrence of the event that terminated the continued membership of such Member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of such personal representative or its nominee or designee, as the case may be, as a substitute Member, effective as of the occurrence of the event that terminated the continued membership of such Member in the Company.

Section 8.2 Liquidation and Termination. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act. The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

Section 8.3 Final Accounting. Each of the Members shall be furnished with a statement prepared by the Company’s certified public accountants, which shall set forth the assets and liabilities of the Company as of the date of the complete liquidation. Upon compliance by the liquidator with the foregoing distribution plan, the liquidator shall execute and cause to be filed a Certificate of Cancellation and any and all other documents necessary with respect to termination and cancellation of the Company under the Act. The existence of the Company as a separate legal entity shall continue until the cancellation of its Certificate of Formation.

- 11 -

ARTICLE IX

AMENDMENTS

Section 9.1 Authority to Amend. This Agreement may only be amended with approval of the Managing Member and, so long as any Obligation is outstanding, the prior written approval of the Independent Member, if any, (including, with respect to the Independent Member, the approval of its two Independent Directors). Notwithstanding anything in this Agreement to the contrary, the following provisions of this Agreement may not be amended so long as any Obligation is outstanding: Section 3.1, 4.5, 7.1, 7.2, 7.3 and 8.1, this Article IX and Article XI.

ARTICLE X

POWER OF ATTORNEY

Section 10.1 Power. Each Member irrevocably constitutes and appoints the Managing Member as his true and lawful attorney in his name, place and stead to make, execute, swear to, acknowledge, deliver and file:

(a) Any certificates or other instruments which may be required to be filed by the Company under the laws of the State of Delaware or of any other state or jurisdiction in which the Managing Member shall deem it advisable;

(b) Any documents, certificates or other instruments, including but not limited to, any and all duly adopted amendments and modifications of this Agreement or of the instruments described in Subsection 10.1(a) which may be required or deemed desirable by the Managing Member to effectuate the provisions of any part of this Agreement, and, by way of extension and not in limitation, to do all such other things as shall be necessary to continue and to carry on the business of the Company; and

(c) All documents, certificates or other instruments which may be required to effectuate the dissolution and termination of the Company, to the extent such dissolution and termination is authorized hereby. The power of attorney granted hereby shall not constitute a waiver of, or be used to avoid, the rights of the Members, including the Independent Member, if any, to approve certain amendments to this Agreement pursuant to Subsection 9.1 or be used in any other manner inconsistent with the status of the Company as a limited liability company or inconsistent with the provisions of this Agreement.

Section 10.2 Survival of Power. It is expressly intended by each Member that the foregoing power of attorney is coupled with an interest, is irrevocable and shall survive the death, retirement or adjudication of incompetency of such Member.

- 12 -

ARTICLE X

SEPARATE LEGAL ENTITY

Section 11.1 Separate Legal Entity.

(a) The Company shall respect and appropriately document the separate and independent nature of its activities, as compared with those of any other Person, take all reasonable steps to continue its identity as a separate legal entity, and make it apparent to Persons that the Company is an entity with assets and liabilities distinct from those of any other Person. Without limiting the foregoing, the Company:

(i) shall maintain a principal executive and administrative office through which its business is conducted separately from those of any other Person, and, to the extent that the Company and any other Persons have offices in contiguous space, there shall be fair and appropriate allocation of overhead costs and expenses related to services performed by any employee of an Affiliate among them, and each such entity shall bear its fair share of such expenses and expenses relating to services;

(ii) shall engage only in those transactions described in Section 3.1 hereof and matters necessarily incident thereto;

(iii) shall have stationery and other business forms and a mailing address and a telephone number separate from that of any other Person;

(iv) shall maintain an arm’s-length relationship with its Affiliates and enter into transactions with Affiliates only on commercially reasonable terms, including without limitation, ensuring that, to the extent that it jointly contracts with any of its Members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities and that each such entity shall bear its fair share of such costs and shall ensure that, to the extent that the Company contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided and that each such entity shall bear its fair share of such costs;

(v) shall at all times be adequately capitalized in light of its contemplated business; shall at all times provide for its own operating expenses and liabilities from its own funds, shall not allow its funds to be diverted to any other Person or for other than the use of the Company, and shall not, except as may be expressly permitted by agreements of the Company, allow its funds to be commingled with those of any Affiliate of the Company or any other Person;

(vi) shall maintain its assets and transactions separately from those of any other Person, reflect such assets and transactions in financial statements separate and distinct from those of any other Person, evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other

- 13 -

Person and to the extent that the books and records of the Company are consolidated with those of any other Person, the fact of such consolidation shall be noted in a footnote to such Person’s books and records;

(vii) shall ensure that all material transactions between the Company and any of its Affiliates shall be only on an arm’s-length basis;

(viii) shall conduct business in its own name and hold itself out to the public under its own name as a legal entity separate and distinct from any other Person, shall act solely in its own name and through its own authorized officers and agents, and no Affiliate of the Company shall be appointed to act as agent by the Company, except as may be expressly permitted by any written agreements of the Company;

(ix) shall ensure that decisions with respect to its business and daily operations shall be independently made by the Company (although the officer making any particular decision may also be an officer or director of any Affiliate of the Company) and shall not be dictated by an Affiliate of the Company;

(x) shall have, if appropriate, U.C.C.-l financing statements, with respect to all assets purchased from any other Person;

(xi) shall file its own tax returns, if any, or, if it is a member of a consolidated group, will join in the consolidated return of such group as a separate member thereof and shall ensure that any financial reports required of the Company shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates;

(xii) shall ensure that any tax payments made on the Company’s behalf are allocated appropriately;

(xiii) shall comply with all provisions of this Agreement and shall observe all necessary, appropriate and customary limited liability company formalities;

(xiv) shall maintain its bank accounts separate from any other Person; and

(xv) shall correct any known misunderstanding regarding its separate identity. Failure of the Company or the Managing Member on behalf of the Company to comply with any of the foregoing covenants shall not affect the status of the Company as a separate legal entity or the limited liability of the Members.

(b) The Company shall not:

(i) incur any indebtedness for borrowed money, or assume or guaranty any indebtedness for borrowed money of any other entity, other than any Obligation incurred in connection with Asset Purchase Agreement and the Lease Agreement;

- 14 -

(ii) direct or participate in the management of any other Person’s operations (other than THE PARTNERSHIP), and no other Person shall be permitted to direct or participate in the management of the Company;

(iii) hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for any obligations of any other Person, except as may be expressly permitted in any written agreements of the Company;

(iv) become liable as a guarantor or otherwise with respect to any debt or contractual obligation of any other Person;

(v) make any payment or distribution of assets with respect to any obligation of any other Person or grant any lien, security interest or encumbrance on any of its assets to secure any obligation of any other Person;

(vi) make loans, advances or otherwise extend credit to any other Person, except on an arm’s-length basis, and shall not permit any Affiliate of the Company to advance funds to the Company or otherwise supply funds to, or guaranty debts of, the Company, except as may be expressly permitted by any written agreements of the Company;

(vii) fail to maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

(viii) shall not acquire the obligations or securities of its Affiliates;

(ix) shall not identify itself as a division of any other Person; and

(x) file or consent to the filing of any petition to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors, except pursuant to Section 7.3(a) of this Agreement. Failure of the Company or the Managing Member on behalf of the Company, to comply with any of the foregoing covenants shall not affect the status of the Company as a separate legal entity or the limited liability of the Members.

ARTICLE XII

MISCELLANEOUS

Section 12.1 Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

Section 12.2 Governing Law. This Agreement and the rights and duties of the Members shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws.

- 15 -

Section 12.3 Agreement for Further Execution. At any time or times upon the request of the Managing Member, each Member agrees to sign and swear to any certificate, any amendment to or cancellation of such certificate, acknowledge similar certificates or affidavits or certificates of fictitious firm name or the like (and any amendments or cancellations thereof) required by the laws of the State of Delaware, or any other jurisdiction in which the Company does, or proposes to do, business. This Section 12.3 shall not prejudice or affect the rights of the Members to approve amendments to this Agreement pursuant to Section 9.1.

Section 12.4 Entire Agreement; Binding Agreement. (a) This Agreement contains the entire understanding between the parties and supersedes any prior understandings or agreements between them respecting the within subject matter. There are no representations, agreements, arrangements or understandings, oral or written, between the parties hereto relating to the subject matter of this Agreement which are not fully expressed.

(b) Notwithstanding anything in this Agreement to the contrary, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member by the Independent Directors, in accordance with its terms. In addition, the Independent Directors shall be intended beneficiaries of this Agreement.

Section 12.5 Severability. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations of the jurisdictions in which the Company does business. If any provision of this Agreement or the application thereof to any Person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

Section 12.6 Notices. Notices to Members or to the Company shall be deemed to have been given when personally delivered or mailed, by prepaid registered or certified mail, addressed as set forth in this Agreement, unless a notice of change of address has previously been given in writing by the addressee to the addressor, in which case such notice shall be addressed to the address set forth in such notice of change of address.

Section 12.7 Counterparts. This Agreement may be executed in multiple counterparts, each one of which shall constitute an original executed copy of this Agreement.

Section 12.8 Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons may require.

Section 12.9 Titles and Captions. All titles and captions are for convenience only, do not form a substantive part of this Agreement, and shall not restrict or enlarge any substantive provisions of this Agreement.

- 16 -

IN WITNESS WHEREOF, the parties have hereunto set their hands as of the day and year first above written.

MANAGING MEMBER:
ElderTrust Operating Limited Partnership
	By:	ElderTrust, General Partner
		By:	/s/ D. Lee McCreary, Jr.
			D. Lee McCreary, Jr.
			President and Chief Executive Officer

- 17 -

EX-3.28.4

Exhibit 3.28.4

FIRST AMENDMENT TO LIMITED LIABILITY

COMPANY AGREEMENT OF ET SANATOGA, LLC

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

W I T N E S S E T H :

WHEREAS, the Operating Partnership, being the sole member of ET Sanatoga, LLC, a Delaware limited liability company (the “LLC”), formed the LLC pursuant to that certain Certificate of Formation, dated December 17, 1998 and filed with the Delaware Secretary of State on December 18, 1998, as amended, and that certain Limited Liability Company Agreement dated as of January 24, 2001 (the “Agreement”); and

WHEREAS, the Operating Partnership, being the sole member of the LLC (and no other members having ever been admitted to the LLC), desires to amend the Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Operating Partnership and the LLC hereby agree as follows:

1. Section 1.1 of the Agreement hereby is amended by the deletion therefrom of the defined terms “Independent Member” and “Independent Director” and the definitions thereof. All other references in the Agreement to the “Independent Member” and the “Independent Director” hereby are deleted.

2. Section 1.1 of the Agreement hereby is further amended by the deletion from the definition of “Lease” set forth said Section 1.1 of the phrase “Delm Nursing, Inc.” and the insertion, in lieu thereof, of the phrase “Assisted Living Associates of Sanatoga, Inc.”

3. Section 4.2, 7.2, 7.3, 7.4 and Article XI of the Agreement are hereby deleted in their entirety.

4. Section 9.1 of the Agreement hereby is deleted in its entirety and, in lieu thereof, is inserted the following: “The Member may at any time and from time to time amend this Agreement by executing a written amendment to this Agreement.”

5. Except as amended herein, the Agreement is hereby confirmed and shall remain in full force and effect.

6. All defined terms used in this First Amendment shall have the meanings given them in the Agreement, unless otherwise defined in this First Amendment.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the undersigned have executed this First Amendment, or have caused this First Amendment to be executed, as of the date first above written.

OPERATING PARTNERSHIP:
ELDERTRUST OPERATING LIMITED PARTNERSHIP
By:	ElderTrust, general partner
	By:	/s/ D. Lee McCreary, Jr.
	Name:	D. Lee McCreary, Jr.
	Title:	President and Chief
		Executive Officer
LLC:
ET SANATOGA, LLC
By:	ElderTrust Operating Limited Partnership, Sole Member
	By:	ElderTrust, general partner
		By:	/s/ D. Lee McCreary, Jr.
		Name:	D. Lee McCreary, Jr.
		Title:	President and Chief
			Executive Officer

EX-3.28.5

Exhibit 3.28.5

SECOND AMENDMENT TO LIMITED LIABILITY

COMPANY AGREEMENT OF ET SANATOGA, LLC

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”).

W I T N E S S E T H :

WHEREAS, the Operating Partnership, being the sole member of ET Sanatoga, LLC, a Delaware limited liability company (the “LLC”), formed the LLC pursuant to that certain Certificate of Formation, dated December 17, 1998 and filed with the Delaware Secretary of State on December 19, 1998, as amended, and that certain Limited Liability Company Agreement of ET Sanatoga, LLC, dated as of January 24, 2001, as amended by the First Amendment to Limited Liability Company Agreement of ET Sanatoga, LLC, dated as of August 29, 2002 (as amended, the “Agreement”); and

WHEREAS, the Operating Partnership, being the sole member of the LLC (and no other members having ever been admitted to the LLC), desires to amend the Agreement pursuant to Section 9.1 thereof.

NOW, THEREFORE, the Agreement is hereby amended as follows:

1. Section 3.1 of the Agreement hereby is deleted in its entirety and, in lieu thereof, is inserted the following: “The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.”

2. Except as amended herein, the Agreement is hereby confirmed and shall remain in full force and effect.

3. All defined terms used in this Second Amendment shall have the meanings given them in the Agreement, unless otherwise defined in this Second Amendment.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has executed this Second Amendment, or has caused this Second Amendment to be executed, as of the date first written above.

ELDERTRUST OPERATING LIMITED PARTNERSHIP
By:	ELDERTRUST, its general partner
	By:	/s/ T. Richard Riney
	Name:	T. Richard Riney
	Title:	Secretary

- 2 -

EX-3.29.1

Exhibit 3.29.1

CERTIFICATE OF FORMATION

OF

ET SUB-SMOB, L.L.C.

1. NAME

The name of the limited liability company is ET Sub-SMOB, L.L.C. (the “LLC”).

2. REGISTERED OFFICE AND AGENT

The address of the LLC’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the LLC’s registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of ET Sub-SMOB, L.L.C. this 13th day of January, 1998.

By:	ElderTrust Operating Limited     Partnership, sole member
	By:	ElderTrust Realty Group, Inc., general partner
		By:	/s/ D. Lee McCreary, Jr.
			D. Lee McCreary, Jr.
			Vice President and Secretary

EX-3.29.2

Exhibit 3.29.2

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

ET SUB-SMOB, L.L.C.

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

RECITALS:

WHEREAS, the Company was formed under the Delaware Limited Liability Company Act, as amended (the “Act”), by the filing of a certificate of formation with the Secretary of State of the State of Delaware on January 13, 1998;

WHEREAS, the Company currently exists under the Act pursuant to that certain Limited Liability Company Operating Agreement of ET Sub-SMOB, L.L.C., dated as of January 30, 1998 (the “Initial Operating Agreement”);

WHEREAS, the parties hereto desire to enter into this Agreement for the purpose of amending and restating the Initial Operating Agreement in its entirety to set forth the rights and obligations of, the relationships among, and certain other provisions governing the conduct of the affairs of, the Members (as defined below), the Managers (as defined below), and the Company; and

WHEREAS, certain capitalized terms used herein shall have the meanings ascribed thereto in Article XIV.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, hereby amend and restate the Initial Operating Agreement as follows:

ARTICLE I

ORGANIZATIONAL AND OTHER MATTERS

SECTION 1.01. Formation; Admission. By its execution and delivery of this Agreement, the Equity Member hereby ratifies the formation of the Company under the provisions of the Act pursuant to the filing of the Certificate of Formation with the Secretary of State of the State of Delaware and confirms its admission to the Company as the initial Member.

SECTION 1.02. Name. The name of the Company shall be ET Sub-SMOB, L.L.C., and the business of the Company shall be conducted under such name.

SECTION 1.03. Principal Place of Business. The principal place of business and the principal office of the Company shall be located at 101 East State Street, Suite 101, Kennett Square, Pennsylvania 19348. The Company may have such other or additional offices, either within or without the State of Delaware, as the Managers or officers of the Company shall deem advisable.

SECTION 1.04. Registered Office and Agent. The street address of the initial registered office of the Company shall be 1209 Orange Street, Wilmington, Delaware 19805, and the Company’s registered agent at such address shall be The Corporation Trust Company. The registered office_. and the registered agent of the Company may be changed by the Board of Managers from time to time in accordance with the then applicable provisions of the Act and any other applicable laws.

ARTICLE II

PURPOSE AND POWERS

SECTION 2.01. Purpose of the Company. The sole purposes of the Company are (i) to own, manage, operate and lease the Property; (ii) to exercise all rights and powers, and undertake, be liable for and perform all duties, liabilities and obligations, of the Company under any agreement or instrument to which the Company is or may become a party, or by which its properties or assets may be bound, as contemplated by the Loan Documents or in connection with the performance of its obligations thereunder, or under any applicable law or regulation; and (iii) to engage in any and all activities incident to the foregoing. The Company shall not engage in any business, and shall have no purpose, unrelated to the foregoing.

SECTION 2.02. Powers of the Company. In order to carry out its purposes, the Company shall have and be authorized to exercise all powers conferred by the Act and any other applicable law as in effect from time to time, and shall be empowered and authorized to engage in such lawful acts and activities, as may, in the judgment of the Managers, be necessary or convenient to carry out, promote or attain the purposes set forth in Section 2.01.

SECTION 2.03. Right to Rely on Managers. Any Person dealing with the Company shall be entitled to rely (without further duty of inquiry) upon a certificate signed by any Manager or officer of the Company, as to:

(a) the identity of any Manager, Member, or officer;

(b) the existence or nonexistence of any fact or facts that constitute a condition precedent to acts on behalf of the Company by any Member, Manager or officer or that are in any other manner germane to the affairs of the Company;

(c) the Persons who are authorized to execute and deliver any instrument or document of the Company; or

(d) any other matter whatsoever involving the Company or any Member.

SECTION 2.04. Qualification in Additional Jurisdictions. The Company shall be qualified to do business and maintain its good standing in any jurisdiction in which such qualification is necessary or in which it is deemed desirable by the Managers in carrying out the Company’s business, and pursuant thereto the Managers are authorized to appoint a registered agent and establish a registered office in such jurisdiction to cause the Company to operate in such jurisdiction under another name selected by the Managers, in compliance with the assumed name statute of such jurisdiction, if the Company is not allowed under the laws of the jurisdiction to operate under the name “ET Sub-SMOB, L.L.C.”

ARTICLE III

MEMBERS

SECTION 3.01. Classes of Members. There shall be two classes of Members of the Company, as follows:

(a) Equity Member. The Equity Member shall be the only Member with an interest in the profits, losses, distributions and capital of the Company. The Equity Member shall have the right to elect and remove the Managers, subject to the provisions of Section 5.03 relating to the removal of, and election of a replacement for, the Independent Manager. Except for the rights specifically granted herein to the Independent Member and as may be expressly required by law, the Equity Member shall be the only Member with any voting rights.

(b) Independent Member. During the Covered Period, the Company shall have an Independent Member. The Independent Member shall be the same Person as the Independent Manager and shall satisfy the requirements for being an Independent Manager set forth in the definition thereof. The Independent Member, as such, shall have no interest in the profits, losses, distributions or capital of the Company. The Independent Member shall be entitled to vote on (i) the granting of consent to a Member with respect to a voluntary or involuntary bankruptcy, insolvency, or other proceeding described in Section 18-304(a) or (b) of the Act; (ii) subject to the provisions of Section 8.01 hereof, the dissolution of the Company following the death, retirement, resignation, expulsion, bankruptcy, or dissolution of a Member, and (iii) such other matters, if any, as may be expressly set forth in this Agreement. At such time as the Company is no longer required to have an Independent Manager pursuant to the terms of this Agreement, then the Independent Member shall no longer be a Member. The Independent Member, as such, shall have no other voting rights. During any period when the Company does not have (and is required under this Section 3.01(b) to have) an Independent Member, the Company shall not take any action requiring the vote or consent of the Independent Member under this Agreement.

SECTION 3.02. Voting. On any matter upon which the Independent Member shall be entitled to vote or grant consent, approval of such matter by the Members shall require the affirmative vote or consent of the Independent Member, and, if the Equity Member is entitled to vote thereon, the Equity Member.

SECTION 3.03. Capital Contributions. Concurrently with or prior to the execution of this Agreement, the Equity Member has made initial contributions to the capital of the Company. The Equity Member shall not be required to make any additional contributions to the capital of the Company. The Equity Member shall be entitled, upon the request of the Company, in its sole discretion, to contribute additional capital to the Company, on such terms as the Board of Managers may determine. No interest shall accrue on any contribution and the Equity Member shall expressly have no right to withdraw or be repaid or receive any return on any contribution, except in each case as expressly provided in this Agreement. The Independent Member shall not be required to make any contribution to the capital of the Company.

SECTION 3.04. Resignation. The Equity Member shall not be entitled to resign or withdraw from the Company prior to the dissolution and winding up of the Company, unless it shall have transferred all of its interest in the Company to one or more other Persons in accordance with this Agreement and such Person or Persons shall have been admitted as an Equity Member in accordance with this Agreement. The Independent Member shall be entitled to resign only if he or she concurrently is resigning, or is removed, from his or her position as Independent Manager, and the resignation of the Independent Member shall be effective, without any further action by the Independent Member, upon the replacement of such Person assuming the position of Independent Manager, whereupon such replacement shall become the Independent Member.

SECTION 3.05. Federal Income Tax Characterization. For federal income tax purposes, the Company shall be deemed to have a single “member” (as such term is used in the regulations under Section 7701 of the Internal Revenue Code of 1986, as amended) and is intended to be disregarded as a separate entity for federal income tax purposes (and solely for such purposes) pursuant to such Section 7701 and the regulations thereunder.

SECTION 3.06. Duties Among Members. In exercising voting and other rights under this Agreement, no Member (i) shall have any fiduciary duty to the Company or any other Member or (ii) shall be liable for (or otherwise prevented from) exercising such rights in a manner that solely benefits its economic and business interests, without regard to the interests of the Company or the other Members. However, the Members shall be entitled to, and the Independent Member shall be required to, consider the interests of creditors of the Company in exercising voting and other rights under this Agreement or taking any other limited liability company action.

SECTION 3.07. Other Equity Member Activities. The Members acknowledge and understand that the Equity Member and/or one or more of its Affiliates has heretofore engaged and will hereafter engage in business activities which may be the same as or similar to and may compete with the Company’s business (“Other Similar Activities”). Each of the Members hereby agrees that: (a) nothing in this Agreement or in the business relationship between the Members established hereunder shall be deemed to prohibit the Equity Member or its Affiliates from engaging in such Other Similar Activities, and (b) nothing in this Agreement or in the business relationship between the Members established hereunder shall be construed so as to grant to the Independent Member any right, privilege or option to participate in any manner in such Other Similar Activities conducted by the Equity Member or its Affiliates.

ARTICLE IV

DISTRIBUTIONS

SECTION 4.01. Distributions. The Managers from time to time may determine the amount of cash and other property of the Company that is reasonably necessary for the operation of the Company and that is available for distribution to the Equity Member and, in their discretion, may cause the Company to distribute such cash and property to the Equity Member, subject to any limitations imposed by the Act and by the Mortgage and any other contractual obligations of the Company.

ARTICLE V

MANAGEMENT OF THE COMPANY

SECTION 5.01. Management. The business and affairs of the Company shall be managed by its Board of Managers. Subject to any nonwaivable provisions of applicable law and compliance with any provisions of this Agreement requiring the approval of one or more Members, the Board of Managers shall have full and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

SECTION 5.02. Number, Tenure and Qualifications of Managers. The Company initially shall have three Managers comprising the “Board of Managers.” The number of Managers that will comprise the entire Board of Managers shall be fixed from time to time by the Equity Member, but in no instance shall there be less than one Manager (in addition to any Independent Manager) and during the Covered Period, the Board of Managers shall include an Independent Manager. Subject to the provisions of Section 5.03 below, the Equity Member may remove any of the Managers at any time and from time to time, with or without cause, and may designate a person to serve as a successor Manager in the event of the death, incapacity, resignation or removal of a Manager. Each person appointed to serve as a Manager shall serve until a successor Manager is appointed as provided hereunder or until such person’s earlier death, resignation, incapacitation or removal.

SECTION 5.03. Independent Manager. During the Covered Period: (i) the Board of Managers shall include one Independent Manager; (ii) the Independent Manager may not be removed other than by the unanimous vote of the Executive Committee for cause; and (iii) if the Independent Manager should resign or be removed, the Executive Committee shall appoint another Person as Independent Manager as promptly as possible; provided that, during any interim period when the Company does not have (but is required under this Section 5.03 to have) an Independent Manager, the Company shall not take any action expressly requiring the vote or consent of the Independent Manager under this Agreement. The Independent Manager shall not voluntarily resign until such time as a replacement has been selected and taken office. In connection with any vote or other act or omission to vote or other act by the Independent Manager under this Agreement or otherwise, the Independent Manager shall owe a fiduciary duty to the Members solely to the extent required by the Act and other applicable law and shall also owe a fiduciary duty to the Company as whole, including but not limited to the creditors of the Company.

SECTION 5.04. Initial Managers. The initial Executive Managers shall be D. Lee McCreary and Stephan P. Seifred, and the initial Independent Manager, who shall assume office upon the commencement of the term of the Mortgage, shall be ET SMOB Finance, Inc., a Delaware corporation.

SECTION 5.05. Executive Committee. The Managers other than the Independent Manager shall constitute the Executive Managers of the Company (the “Executive Managers”). The Executive Managers, acting as a committee of the Board of Managers (the “Executive Committee”), shall exercise all of the right, power and authority vested in the Board of Managers by this Agreement or the Act to manage, operate, and control the business and affairs of the Company, other than with respect to actions by the Company for which this Agreement expressly requires the consent or approval of the Independent Manager or one or more Members. The term Managers as used herein shall be deemed to mean the Executive Managers unless the provision of this Agreement containing such term expressly requires the consent or approval of the Independent Manager.

SECTION 5.06. Meetings. Meetings of the Board of Managers or the Executive Committee may be called by any Manager entitled to participate in the meeting or the President, and shall be called by the President upon the request of the Equity Member, upon two (2) days’ notice in writing or by telephone to all Managers entitled to participate in the meeting in writing or by telephone. Meetings may be held by telephone or any other communication by means of which all participating Managers can simultaneously hear each other during the meeting.

SECTION 5.07. Quorum. No action may be taken at a meeting of the Board of Managers or the Executive Committee unless a quorum consisting of a majority of Managers entitled to participate in the meeting is present.

SECTION 5.08. Required Vote; Voting Rights. Except where a greater percentage is expressly required by this Agreement, to be approved, any action by the Board of Managers or the Executive Committee taken at a meeting must be approved by the affirmative vote of Managers with a majority of the votes cast at a meeting at which a quorum exists and, with respect to actions for which this Agreement expressly requires the vote or consent of the Independent Manager, the vote of the Independent Manager. Each Manager present at a meeting and entitled to participate in such meeting shall be entitled to one vote with respect to any action.

SECTION 5.09. Action by Written Consent. Any action to be taken by the Board of Managers or the Executive Committee may be taken without a meeting if consents in writing setting forth the action so taken are signed by the Managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting.

SECTION 5.10. Interests of Certain Persons. The Managers shall be required, in the exercise of their reasonable business judgment, to consider the interest of the creditors of the Company in taking all action on behalf of the Company.

SECTION 5.11. Compensation of Managers. The Managers shall be reimbursed for all reasonable expenses incurred in connection with the performance of their duties as Managers. In addition, the Independent Manager shall be entitled to reasonable compensation, in an amount determined from time to time by the Executive Committee.

SECTION 5.12. Members Not Agents. The Members shall have no authority to act in the name of and for the Company solely by virtue of being a member of the Company.

SECTION 5.13. Limitation on Authority. During the Covered Period, the Company shall not, and the Managers shall not permit the Company to, incur, create or assume any debt, secured or unsecured, direct or contingent or guarantee or have any consensual contingent obligation for the obligations of any other Person, except for obligations under or permitted under the Loan Documents (provided, that this provision shall not be deemed to prohibit indemnification and contribution agreements by the Company and its Affiliates entered into under this Agreement, or (to the extent permitted or not prohibited under the Loan Documents) commercially reasonable indemnification obligations incurred in the ordinary course of business of the Company).

ARTICLE VI

OFFICERS

SECTION 6.01. Number, Qualifications; Election and Term of Office.

(a) The officers of the Company shall consist, at a minimum, of a President, a Secretary, a Treasurer, and such number of Vice Presidents as the Board of Managers may from time to time deem advisable. Any two or more offices may be held by the same person.

(b) The officers of the Company shall be elected by the Board of Managers. Each officer shall hold office until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal.

SECTION 6.02. Initial Officers. The initial officers of the Company shall be as follows:

D. Lee McCreary	President, Secretary and Treasurer
Stephan P. Seifred	Vice President
Kevin Smith	Assistant Secretary

SECTION 6.03. Resignation. Any officer may resign at any time by giving written notice of such resignation to the Board of Managers or to the President or the Secretary. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Managers or by such officer and the acceptance of such resignation shall not be necessary to make it effective.

SECTION 6.04. Removal. Any officer may be removed, either with or without cause, and a successor elected, by a majority vote of the Board of Managers. The officers and agents appointed in accordance with the provisions of Section 6.10 may be removed, either with or without cause, by a majority vote of the Board of Managers or by any superior officer or agent upon whom such power of removal shall have been conferred by the Board of Managers.

SECTION 6.05. Vacancies. A vacancy in any office specifically designated in Section 6.01 by reason of death, resignation, inability to act, removal or any other cause shall be filled by a majority vote of the Board of Managers. In the case of a vacancy occurring in the office of an officer or agent appointed in accordance with the provisions of Section 6.10, such vacancy may be filled by vote of the Board of Managers or by any officer or agent upon whom such power shall have been conferred by the Board of Managers.

SECTION 6.06. President. The President of the Company, subject to the direction of the Board of Managers, shall have general charge of the day-to-day operations, business, affairs and property of the Company and general supervision over its officers and agents. In general, he or she shall perform all duties incident to the office of President and chief operating officer and shall see that all orders and resolutions of the Board of Managers are carried into effect.

SECTION 6.07. Vice-Presidents. During the absence or disability of the President, the Vice-President(s) and, if there be more than one, in such order of seniority as may be determined by the President, shall exercise all the functions of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice-President shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Board of Managers.

SECTION 6.08. Secretary. The Secretary shall:

(a) record all the proceedings of the Members, the Board of Managers, and the Executive Committee in a book to be kept for that purpose;

(b) cause all notices to be duly given in accordance with the provisions of this Agreement and as required by statute;

(c) be custodian of the records and of the Company;

(d) see that the books, reports, statements, certificates and all other documents and records of the Company required by statute or this Agreement are properly kept and filed; and

(e) in general, perform all duties incident to the office of Secretary and such other duties as are given to him or her by this Agreement or as from time to time may be assigned to him or her by the Board of Managers or the President.

SECTION 6.09. Treasurer. The Treasurer shall:

(a) have charge of and supervision over and be responsible for the funds, securities, receipts and disbursements of the Company;

(b) cause the moneys and other valuable effects of the Company to be deposited in the name and to the credit of the Company in such banks or trust companies as the Board of Managers may select or may be required by the Mortgage or as may be selected by any officer or officers or agent or agents authorized so to do by the Board of Managers;

(c) cause the funds of the Company to be disbursed by checks or drafts, with such signatures as may be authorized by the Board of Managers, upon the authorized depositories of the Company, and cause to be taken and preserved proper vouchers for all moneys disbursed;

(d) render to the President or the Board of Managers whenever requested a statement of the financial condition of the Company and of all his or her transactions as Treasurer;

(e) keep the books of account of all the business and transactions of the Company;

(f) be empowered to require from all officers or agents of the Company reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Company; and

(g) in general, perform all duties incident to the office of Treasurer and such other duties as are given to him or her by this Agreement or as from time to time may be assigned to him or her by the Board of Managers or the President.

SECTION 6.10. Subordinate Officers and Agents. The Board of Managers may from time to time appoint such other officers and agents, or may authorize any officer designated in Section 6.01 to appoint such other officers and agents, as it may deem necessary or advisable, to hold office for such period, have such authority and perform such duties as the Board of Managers, or such other officers, may from time to time determine.

SECTION 6.11. Execution of Instruments. All checks, drafts, bills of exchange, acceptances, bonds, endorsements, notes or other obligations or evidences of indebtedness of the Company, and all deeds, mortgages, indentures, bills of sale, conveyances, endorsements, assignments, transfers stock powers or other instruments of transfer, contracts, agreements, dividend or other orders, powers of attorney, proxies, waivers, consents, returns, reports, certificates, demands, notices or documents, and other instruments or rights of any nature may be signed, executed, verified, acknowledged and delivered by the President, any Vice President, the Treasurer or such other officer or officers or such other person or persons (whether or not officers, agents or employees of the Company) as the Board of Managers may from time to time designate.

SECTION 6.12. Compensation. The salaries or other compensation, if any, of the officers shall be fixed from time to time by the Board of Managers and no officer shall be prevented from receiving such salary or any compensation by reason of the fact that he or she is also a Manager of the Company. The Board of Managers may delegate to any officer or agent the power to fix from time to time the salaries or other compensation, if any, of officers or agents appointed in accordance with the provisions of Section 6.10.

ARTICLE VII

LIMITATION ON LIABILITY; INDEMNIFICATION

SECTION 7.01. Limitation on Liability. The debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company. None of the Members, the Managers, or any stockholders, directors, partners, officers, agents or employees of any Member or the Company, shall be obligated personally for any debt, obligation, or liability of the Company solely by reason of his, her, or its status as such Member, Manager, stockholder, director, partner, officer, agent or employee. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Members, the Managers, or any stockholder, director, partner, officer, agent or employee of any Member or the Company for liabilities of the Company.

SECTION 7.02. Indemnification.

(a) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed by such Covered Person to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(b) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

(c) To the extent that, at law or in equity, a Covered Person has duties (which may include fiduciary duties) and liabilities relating thereto to the Company or any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the Covered Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person.

(d) The Company shall indemnify and hold harmless each Covered Person, to the fullest extent permitted by applicable law, for any loss, damage or claim incurred by such Covered Person, including, reasonable attorney’s fees incurred in connection therewith, by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed by such Covered Person to be within the scope of authority conferred on such Covered Person by this Agreement, except that no

Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this subsection (d) shall be provided out of and to the extent of Company assets only, after payment of all amounts then due and owing under the Loan Documents, and no Covered Person shall have any personal liability on account thereof.

(e) The Company shall purchase and maintain insurance, to the extent and in such amounts as the Managers determine to be commercially reasonable, on behalf of Covered Persons and such other Persons as the Managers shall determine, against any liability that may be asserted against or expense that may be incurred by any such Covered Person or other indemnitee in connection with the activities of the Company or such indemnitees. The Company may enter into indemnity contracts with Covered Persons or other indemnitees and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations and containing such other procedures regarding indemnification as are appropriate.

(f) The Company may (and, in the case of the Independent Member and the Independent Manager, shall) advance expenses (including attorneys’ fees) incurred by an Indemnitee in advance of the final disposition of an action, suit, or proceeding upon the receipt of an undertaking by or on behalf of the Covered Person to repay such amount if it shall ultimately be determined that such Covered Person is not entitled to indemnification under this Article 7.

ARTICLE VIII

DISSOLUTION AND LIQUIDATION

SECTION 8.01. The Company shall dissolve, and its affairs shall be wound up, solely upon the first to occur of the following, unless the Members eligible to vote elect to continue the Company to the extent permitted under the Act:

(a) July 31, 2098;

(b) at the time specified in a written consent of the Equity Member, provided that the Company shall not be dissolved during the Covered Period;

(c) at any time that there are no remaining Members, provided that the Company shall not be dissolved and is not required to be wound up if, within 90 days after the occurrence of the event that terminated the continued membership of the last remaining Member, (i) the personal representative of the last remaining Member agrees in writing to continue the Company and to the admission of the personal representative of such Member or its nominee or designee to the Company as a Member, effective as of the occurrence of the event that terminated the continued membership of the last remaining Member, or (ii) the Managers, by a unanimous vote (including the Independent Manager during the Covered Period), elect to continue the Company and designate a Person as a Member (with or without an equity interest) of the Company; or

(d) at the time specified in a decree of judicial dissolution under the Act.

The death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member shall not cause the Company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the Company shall be continued without dissolution, unless, within 90 days following the occurrence of such event, all Members eligible to vote agree in writing to dissolve the Company; provided, however, that during the Covered Period, the Company shall not be dissolved upon the occurrence of any such event.

The foregoing constitute the only events upon which the Company shall be dissolved and its affairs wound up, notwithstanding any provisions of the Act.

The events of bankruptcy of a Member described in Sections 18-304(a) and (b) of the Act shall not cause such Member to cease to be a Member of the Company, and upon the occurrence of such an event, the business of the Company shall be continued without dissolution

SECTION 8.02. Upon the dissolution of the Company, unless its business is continued as provided in the Act, the Managers shall wind up the affairs of the Company.

SECTION 8.03. Upon the winding up and termination of the Company in accordance with the Act, the assets of the Company shall be distributed in the following order:

(i) First, to the payment of the debts and liabilities of the Company (excluding any loans or advances made by any of the Members (or Affiliates of the Equity Member) to the Company and the expenses of liquidation;

(ii) Second, to the creation of any reserves which the Managers deem reasonably necessary for the payment of any contingent or unforeseen liabilities or obligations of the Company or Members (to the extent the Company is liable therefor) arising out of or in connection with the business and operation of the Company;

(iii) Third, to the payment of any loans or advances made by any of the Members to the Company; and

(iv) Thereafter, to the Equity Member.

SECTION 8.04. When all debts, liabilities, and obligations of the Company have been paid and discharged, or adequate provisions have been made therefor and all remaining property and assets of the Company have been distributed to the Equity Member, a certificate of cancellation shall be prepared, executed, and filed in accordance with the Act.

ARTICLE IX

TRANSFER OF MEMBERSHIP INTERESTS

SECTION 9.01. Interest of Equity Member. The Equity Member shall not assign or transfer all of its membership interests in the Company at any time to any Person without the written consent of the other Members, provided that the Equity Member may assign or transfer all of its membership interests in the Company to any Qualified Affiliate (subject to the limitations contained in Section 9.03).

SECTION 9.02. Interest of Independent Member. The Independent Member shall not have any right to assign or transfer its membership interest or rights as an Independent Member. Such membership interest and rights shall be exercised solely through the Person who is the Independent Manager from time to time.

SECTION 9.03. Notwithstanding anything to the contrary contained herein, during the Covered Period, no direct or indirect transfer of an equity membership interest in the Company may be made (i) such that the transferee owns, in the aggregate with the equity membership interests of its Affiliates and family members, more than a 49% equity interest in the Company or (ii) that would violate any provision of the Mortgage, unless such transfer is approved by the Lender, conditioned upon the delivery of an acceptable non-consolidation opinion and upon confirmation from the applicable rating agencies that such a transfer will not result in a qualification, withdrawal or downgrade of any rating assigned to any outstanding mortgage-backed securities relating to the Mortgage; provided, however, that the foregoing provisions of this Section 9.03 shall not apply to any indirect transfer of an equity membership interest in the Company resulting from the transfer of stock or other ownership interests in, or a merger, consolidation or other business combination involving, (i) any direct or indirect owner of an equity membership interest in the Company whose stock or other ownership interests are traded on a national securities exchange, or (ii) any direct or indirect owner of stock or ownership interests in an entity referred to in clause (i) of this proviso.

ARTICLE X

SEPARATENESS REQUIREMENTS

SECTION 10.01. Notwithstanding anything to the contrary contained herein, during the Covered Period, the Company and each Member agree that the Company, will:

(a) maintain its books and records and bank accounts separate from those of any other Person (except that, for accounting and reporting purposes, the Company may be included in the consolidated financial statements of an equity owner of the Company in accordance with GAAP);

(b) maintain an arm^’s length relationship with its Members. other Affiliates and any other party furnishing services to it;

(c) maintain its books, records, resolutions and agreements as official records;

(d) conduct its business in its own name and through its own authorized officers and agents;

(e) prepare and maintain its financial statements, accounting records and other entity documents separate from those of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (a) above);

(f) except as contemplated under the Loan Documents and under the provisions of paragraph (h) below, pay its own liabilities out of its own funds and assets;

(g) observe all limited liability company formalities necessary to maintain its identity as an entity separate and distinct from the Equity Member and all of its other Affiliates;

(h) participate in the fair and reasonable allocation, and pay its share, of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities;

(i) use its own stationery, invoices and checks (except when acting in a representative capacity, in which event such capacity shall be disclosed);

(j) hold and identify itself as a separate and distinct entity under its own name and not as a division or part of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (a) above);

(k) except as may otherwise be contemplated by the Loan Documents, deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name;

(l) hold its assets in its own name, except as contemplated the Loan Documents;

(m) maintain a sufficient number of employees (which may be zero) for its contemplated business and pay the salaries of such employees from its own funds; and

(n) maintain adequate capital for the conduct of its business.

SECTION 10.02. Notwithstanding anything to the contrary contained herein, during the Covered Period, the Company, and each Member agrees that the Company, will not:

(a) seek or consent to any dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its assets;

(b) fail to correct any known misunderstanding regarding its separate identity;

(c) except as otherwise contemplated under the Loan Documents, commingle its funds or other assets with those of any other Person;

(d) assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person, except as otherwise contemplated or permitted by the Loan Documents (provided, that this provision shall not be deemed to prohibit indemnification and contribution agreements by the Company and its Affiliates entered into under this Agreement, or (to the extent permitted or not prohibited under the Loan Documents) commercially reasonable indemnification obligations incurred in the ordinary course of business of the Company);

(e) acquire obligations or securities of its Members;

(f) pledge any of its assets for the benefit of any other Person, except as otherwise contemplated or permitted by the Loan Documents;

(g) make any loans to any other Person, or buy or hold evidence of indebtedness issued by any other Person (except as provided in the Loan Documents);

(h) identify its Members or any of its Affiliates as a division or part of it (except for inclusion in consolidated financial statements of an equity owner);

(i) engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity;

(j) engage in any business activity or operate for any purpose other than as stated in Section 2.01 of this Agreement;

(k) have or create any subsidiaries, or hold any equity interest in any other Person (except to the extent permitted under the Loan Documents); or

(l) fail to file separate federal or state income tax returns, if required by applicable law.

SECTION 10.03. Notwithstanding anything to the contrary contained herein, during the Covered Period, each Equity Member will:

(a) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Company and all of its other Affiliates;

(b) hold itself out as a separate and distinct entity from the Company and not identify the Company as a division of the Equity Member;

(c) maintain its books and records and bank accounts separate from any other Person (except that, for accounting and reporting purposes, the Equity Member may be included in the consolidated financial statements of an equity owner of the Equity Member in accordance with GAAP); and

(d) hold its assets in its own name.

ARTICLE XI

SPECIAL VOTING MATTERS

SECTION 11.01. Sale, Consolidation, Merger. Subject to the provisions of Section 10.02(a) hereof, the Company shall not, without the approval of the Equity Member, consolidate, merge or sell all or substantially all of its assets.

SECTION 11.02. Bankruptcy. The Company shall not, without the approval of the Equity Member and the affirmative vote of all the Managers, including (during the Covered Period) the affirmative vote of the Independent Member and the Independent Manager (which shall be granted only if such action is approved by the Independent Director), institute proceedings for the Company to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company, or file a petition with respect to the Company or consent to a petition with respect to the Company seeking reorganization or relief under any applicable Federal or state laws relating to bankruptcy or insolvency, or appoint or consent to the appointment of receiver, liquidator, custodian, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its properties, or make any assignment for the benefit of creditors, or except as required by law, admit in writing the inability to pay its debts generally as they become due, or take any action as a limited liability company in furtherance of any such action.

ARTICLE XII

AMENDMENT

SECTION 12.01. This Agreement may be amended or modified by a written instrument executed by the Equity Member. Notwithstanding the foregoing, during the Covered Period, the provisions of Sections 2.01, 3.01(b), 3.02, 3.03 (last sentence), 3.04, 3.06, 5.02, 5.03, 5.08, 5.10, 5.11 (second sentence), 5.13, 8.01, 9.01, 9.02, 9.03, 10.01, 10.02, 10.03, 11.01, 11.02, and this Section 12.01, and the definitions set forth in Article XIV of the defined terms used in the foregoing provisions, shall not be amended without the written consent of the Lender, and only upon confirmation from the applicable rating agencies that such amendment will not result in a qualification, withdrawal or downgrade of any rating assigned to any mortgage-backed securities relating to the Mortgage.

ARTICLE XIII

MISCELLANEOUS

SECTION 13.01. Enforceability. If any provision of this Agreement or the application thereof to any Person or circumstances shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other Persons or circumstances shall not be affected thereby and shall enforced to the greatest extent permitted by law.

SECTION 13.02. Effect of Provisions Inconsistent with Act. It is the intention of the parties that any provision hereof that is inconsistent with the provisions of the Act be given effect to the maximum extent permitted under the Act.

SECTION 13.03. Binding Effect. The terms and provisions of this Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Members.

SECTION 13.04. Governing Law. The terms and provisions of this Agreement shall be construed under the laws of the State of Delaware and the Act as now adopted or as it may be hereafter amended shall govern the interpretation of this Agreement.

SECTION 13.05. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

SECTION 13.06. Entire Agreement. This Agreement, unless subsequently amended, contains the final and entire agreement among the parties hereto, but only with respect to the subject matter addressed herein.

SECTION 13.07. Approvals. In the event that a Member (including the Independent Member) having a right to vote (or consent) takes no action within ten business days (or, if a time is specified in this Agreement, then within such specified time)subsequent to receipt of the documents or agreements subject to said approval (or consent), the approval (or consent) of said Member shall be deemed not to have been given.

SECTION 13.08. Effect of Consent or Waiver. No consent or waiver, express or implied, by any Member to or of any breach or default by any other Member in the performance by such other Member of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default by such other Member in the performance by such other Member of the same or any other obligations of such Member hereunder. Failure on the part of any Member to object to or complain of any act or failure to act of any of the other Members or to declare any of the other Members in default, irrespective of how long such failure continues, shall not constitute a waiver by any such Member of its rights hereunder.

SECTION 13.09. No Third Party Beneficiaries. The provisions of this Agreement shall not be for the benefit of, nor shall they be enforceable by, any Person who is not a party to this Agreement.

SECTION 13.10. No Partnership Intended for Non-Tax Purposes. The Members have formed the Company under the Act, and expressly do not intend hereby to form a partnership under either the Delaware General Partnership Act nor the Delaware Revised Uniform Limited Partnership Act. The Members do not intend to be partners one to another, or partners as to any third party. To the extent any Member, by word or action, represents to another Person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall be liable to any other Member who incurs personal liability by reason of such wrongful representation.

SECTION 13.11. Notices. Any Notice, demand, request or communication to the Members required to be given, served or sent pursuant to this Agreement shall be in writing and shall be mailed by first-class, registered or certified mail, return receipt requested, postage

prepaid, or transmitted by hand delivery (including delivery by courier a nationally recognized commercial delivery service), telegram, telex or facsimile transmission, addressed as follows:

If to Equity Member:

101 State Street

Suite 101

Kennett Square, Pennsylvania 19348

Attn: D. Lee McCreary

If to Independent Member: to the address provided by the Independent Member to the Company.

Each party may designate by Notice in writing a new address to which any Notice, demand, request or communication may thereafter be so given, served or sent. Each Notice, demand, request, or communication which shall be mailed, delivered or transmitted in the manner described above shall be deemed sufficiently given, served, sent and received for all purposes at such time as it is delivered to the addressee (with the return receipt, delivery receipt, the affidavit of messenger or (with respect to a telex) the answer back being deemed conclusive (but not exclusive) evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

SECTION 13.12. References. References herein to the singular shall include the plural and to the plural shall include the singular, and references to one gender shall include the others, except where the same shall not be appropriate.

SECTION 13.13. Titles and Captions. Article and section titles or captions contained in this Agreement are for convenience only and shall not be deemed a part of the content of this Agreement.

SECTION 13.14. Jurisdiction and Service of Process. Each of the Members hereby irrevocably submits to the exclusive jurisdiction of any state court located in the city of Wilmington, Delaware and any federal court in the state of Delaware and any other court with jurisdiction to hear appeals from such courts for the purposes of any suit, action or other proceeding of any type whatsoever arising solely out of this Agreement, and to the extent permitted by applicable law, hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

ARTICLE XIV

DEFINITIONS

As used herein, the following capitalized terms have the meanings set forth below:

“Act” means the Delaware Limited Liability Company Act, as it may be amended from time to time.

“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person.

“Agreement” has the meaning ascribed thereto in the Preamble.

“Board of Managers” has the meaning ascribed thereto in Section 5.02.

“Company” has the meaning ascribed thereto in the Preamble.

“control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Covered Period” means that period of time commencing on the Effective Date and ending at such time as the Debt under the Mortgage shall be paid in full.

“Covered Person” means any Manager (including the Independent Manager), any Member (including the Independent Member), any Affiliate of any Member, or any officers, directors, shareholders, partners, employees, trustees, representatives or agents of the Company, any Member or any Affiliates thereof, and each of their successors, assigns, heirs and representatives.

“Debt” has the meaning ascribed to it in the Mortgage.

“Effective Date” means the date on which the Mortgage becomes effective.

“ElderTrust” means ElderTrust, a Maryland real estate investment trust.

“Equity Member” has the meaning ascribed thereto in Section 3.01(a).

“Executive Committee” has the meaning ascribed thereto in Section 5.05.

“GAAP” means generally accepted accounting principles.

“Indemnitee” has the meaning ascribed thereto in Section 7.02.

“Independent Director” means a person who is not at, and has not been within the five years prior to, the time of his or her appointment and will not be serving as: (i) an officer, director, general partner, manager, employee, or an owner of any equity securities of the Independent Manager or any of its Affiliates (other than an owner of a de minimis amount of the equity securities of any Affiliate of the Independent Manager which has a class of securities registered under the Securities Act of 1934); (ii) a customer of, or supplier or service provider (including professionals) that receives any of its revenues from its activities with the Independent Manager or any Affiliate of the Independent Manager, such that such individual’s annual revenues derived from the Independent Manager and Affiliate of the Independent Manager exceeds 1% of such individual^’s aggregate annual revenues; (iii) a person or other entity controlling or under the common control of any such

equity owner, supplier, customer, or service provider; or (iv) a spouse, parent, sibling, child or grandchild of any person described in (i), (ii) or (iii); provided, however, that a person shall not be deemed to be a director or manager of an Affiliate of the Independent Manager solely by reason of serving as an independent director, independent manager or independent member of another single purpose entity that is an Affiliate of the Independent Manager; and provided further, that a Person shall not be disqualified from being an Independent Director solely by reason of such Person serving as an independent director or manager of another single purpose entity that would otherwise be deemed to be an Affiliate because they are under common control.

“Independent Manager” means a corporation that (i) is wholly owned by ElderTrust; (ii) has as its sole assets interests in the Company or any other Person that is a borrower, or the general partner of a borrower, under the Mortgage; (iii) has one Independent Director duly appointed to its board of directors; and (iv) is a single-purpose entity.

“Independent Member” has the meaning ascribed thereto in Section 3.01(b).

“Lender” means Morgan Guaranty Trust Company of New York, or any of its successors and assigns under the Mortgage.

“Loan Documents” means the Mortgage and the promissory notes, mortgages, security agreements, subordination and nondisturbance agreements, assignments of leases and rents and other agreements, instruments and documents entered into by or on behalf of the Company in connection with the Mortgage.

“Manager” means a Person named in Section 5.04 as a Manager of the Company or hereafter appointed as a Manager pursuant to the terms of this Agreement, including the Independent Manager.

“Member” means an Equity Member or the Independent Member.

“Mortgage” means that certain Deed of Trust and Security Agreement from the Company to the trustee named therein for the benefit of the Lender dated as of September 9, 1999.

“Notice” means a writing, containing the information required by the Agreement to be communicated to any Person, given in accordance with Section 13.11.

“Other Similar Activities” has the meaning ascribed thereto in Section 3.07.

“Person” means a natural person, partnership (whether general or limited), trust, estate, association, corporation, limited liability company, unincorporated organization, custodian, nominee or any other individual or entity in its own or any representative capacity.

“Property” means, collectively, the real property described more fully on Schedule A hereto and the improvements located thereon, commonly known as Salisbury Medical Office Building, located in Salisbury, Maryland.

“Qualified Affiliate” means any Person directly or indirectly wholly owned and controlled by the Equity Member.

IN WITNESS WHEREOF, the undersigned have caused this Amended and Restated Operating Agreement to be duly executed on their behalf as of the date first written above.

ET SUB-SMOB, L.L.C.
By:	/s/ D. Lee McCreary
Name:	D. Lee McCreary
Title:	President
ELDERTRUST OPERATING LIMITED PARTNERSHIP
By:	ElderTrust, general partner
	By:	/s/ D. Lee McCreary
	Name:	D. Lee McCreary
	Title:	Acting President & CEO

ET Sub-SMOB, L.L.C.

JOINDER OF INDEPENDENT MEMBER AND INDEPENDENT MANAGER:

ET SMOB Finance, Inc., a Delaware corporation, by the signature below of its duly authorized officer, joins the foregoing Amended and Restated Limited Liability Company Operating Agreement of ET Sub-SMOB, L.L.C. as the Independent Member and Independent Manager of such limited liability company.

ET SMOB Finance, Inc.,
	a Delaware corporation
By:	/s/ D. Lee McCreary
Name:	D. Lee McCreary
Title:	President

Date: 9/9/99

EX-3.29.3

Exhibit 3.29.3

AMENDMENT TO AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF ET SUB-SMOB, L.L.C.

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”).

W I T N E S S E T H :

WHEREAS, the Operating Partnership, being the sole equity member of the ET SUB-SMOB, L.L.C., a Delaware limited liability company (the “LLC”), formed the LLC pursuant to that certain Certificate of Formation, filed with the Delaware Secretary of State on January 16, 1998, as amended, and that certain Limited Liability Company Operating Agreement of ET Sub-SMOB, L.L.C., dated as of January 30, 1998 and amended and restated by the Amended and Restated Limited Liability Company Operating Agreement of ET Sub-SMOB, L.L.C., dated as of September 9, 1999, entered into by and between the LLC and the Operating Partnership (the “Agreement”); and

WHEREAS, the Operating Partnership, being the Equity Member of the LLC, desires to amend the Agreement pursuant to Section 12.01 thereof.

NOW, THEREFORE, the Agreement is hereby amended as follows:

1. Section 2.01 of the Agreement hereby is deleted in its entirety and, in lieu thereof, is inserted the following: “The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.”

2. Except as amended herein, the Agreement is hereby confirmed and shall remain in full force and effect.

3. All defined terms used in this Amendment shall have the meanings given them in the Agreement, unless otherwise defined in this Amendment.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has executed this Amendment, or has caused this Amendment to be executed, as of the date first written above.

ELDERTRUST OPERATING LIMITED PARTNERSHIP
By:	ELDERTRUST, its general partner
	By:	/s/ T. Richard Riney
	Name:	T. Richard Riney
	Title:	Secretary

EX-3.30.1

Exhibit 3.30.1

CERTIFICATE OF FORMATION

OF

VERNON ALF L.L.C.

1. NAME

The name of the limited liability company is Vernon ALF, L.L.C. (the “LLC”).

2. REGISTERED OFFICE AND AGENT

The address of the LLC’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the LLC’s registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Vernon ALF, L.L.C. this 23rd day of July, 1998.

By:	/s/ Edward B. Romanov, Jr.
	Edward B. Romanov, Jr.
	authorized. agent

EX-3.30.2

Exhibit 3.30.2

OPERATING AGREEMENT

OF

VERNON ALF, L.L.C.

THIS LIMITED LIABILITY COMPANY AGREEMENT dated as of October 23, 1998 (the “Agreement”) is entered into by and between VERNON 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”).

Recitals

A. A Certificate of Formation dated July 23, 1998 (the “Certificate”) has been filed by the Member to form a limited liability company under the name “VERNON ALF, L.L.C.” pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended (6 Del. C. § 18-101, et seq.) (the “Act”).

B. By executing this Agreement, the Member hereby (i) ratifies the formation of the LLC and the filing of the Certificate and (ii) continues the existence of the LLC.

C. The Member and the LLC hereby adopt this Agreement to set forth the terms governing the affairs of the LLC and the conduct of its business.

Terms of Agreement

1. Name. The name of the LLC is VERNON ALF, L.L.C. The Member may change the name of the LLC from time to time.

2. Purpose and Powers. The LLC may carry on any lawful business purpose or activity for which a limited liability company may be organized under the Act. The LLC shall have all power necessary or convenient to the conduct, promotion or attainment of its business, purposes and activities.

3. Registered Office and Agent. The address of the LLC’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of the LLC’s registered agent at such address is The Corporation Trust Company.

4. Member. Edward B. Romanov, Jr. is the sole member of the LLC. The address of the Member is 101 East State Street, Suite 100, Kennett Square, Pennsylvania 19348.

5. Management by Member. Responsibility for the management of the business and affairs of the LLC shall be vested in the Member, which shall have all right, power and authority to manage, operate and control the business and affairs of the LLC and to do or cause to be done any and all acts, at the expense of the LLC, deemed by it to be necessary or convenient to the furtherance of the purpose of the LLC described in this Agreement, and all powers, statutory or otherwise, possessed by members of a limited liability company under the

Act. Without limiting the generality of the foregoing, the Member may appoint, remove and replace officers of the LLC at any time and from time to time, and the Member, in its sole discretion, may retain such persons or entities (including any person or entity in which the Member shall have an interest or of which the Member is an affiliate) as it shall determine to provide services to or on behalf of the LLC for such compensation as the Member deems appropriate. The Member is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the Certificate and any amendments or restatements thereof required by law.

6. Term. The life of the LLC shall be perpetual; provided, however, that the LLC shall dissolve, and its affairs shall be wound up at the election of the Member or upon the occurrence of an event of dissolution under the Act; provided, further, however, that upon the occurrence of an event of dissolution under the Act, the Member may elect to continue the LLC to the extent permitted under the Act.

7. Capital Contributions. As of the date of this Agreement, the Member has made an initial contribution to the capital of the LLC as set forth on Exhibit A. Except to the extent required under the Act, the Member shall not be required to make any additional contributions to the capital of the LLC.

8. Limitation on Liability; Indemnification.

a) Except as otherwise provided in the Act, the debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC. None of the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC, shall be obligated personally for any debt, obligation or liability of the LLC solely by reason of the fact that he, she or it (i) is or was such Member, partner in the Member or officer, trustee, director, employee or agent of any partner in the Member, or officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, partner, venturer, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, sole proprietorship, trust, employee benefit plan or other enterprise. The failure of the LLC to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC, for any liabilities of the LLC.

b) The LLC shall indemnify and hold harmless the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC (individually, in each case, an “Indemnitee”), to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or

several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether threatened, pending or completed and whether civil, criminal, administrative, arbitrative or investigative, including, without limitation, any appeal to any such claim, demand, action, suit or proceeding and any inquiry or investigation that could lead to such claim, demand, action, suit or proceeding, arising out of or incidental to the business or activities of or relating to the LLC and in which any such Indemnitee may be, or may have been, involved, or threatened to be involved, as a party or otherwise, by reason of the fact that he, she or it (i) is or was the Member, a partner in the Member or an officer, trustee, director, employee or agent of any partner in the Member, or an officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, to the fullest extent permitted under the Act, as the same exists or may hereafter be amended, regardless of whether the Indemnitee continues to be the Member, a partner in the Member or an officer, trustee, director, employee or agent of any partner in the Member, or an officer, employee or agent of the LLC, at the time any such liability or expense is paid or incurred; provided, however, that this provision shall not eliminate or limit the liability of an Indemnitee (i) for any breach of the Indemnitee’s duty of loyalty to the LLC or its Member or (ii) for acts or omissions which involve intentional misconduct, gross negligence or a knowing violation of law. Any right of an Indemnitee under this Section 8 shall be a contract right and as such shall run to the benefit of such Indemnitee. Any repeal or amendment of this Section 8 shall be prospective only and shall not limit the rights of any such Indemnitee or the obligations of the LLC with respect to any claim arising from or related to the status or the services of such Indemnitee in any of the foregoing capacities prior to any such repeal or amendment to this Section 8. Such right shall include the right to be paid by the LLC expenses incurred in investigating or defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Act, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the LLC within sixty (60) days after a written claim has been received by the LLC, the claimant may at any time thereafter bring suit against the LLC to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under the Act, but the burden of proving such defense shall be on the LLC. Neither the failure of the LLC to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the Indemnitee

is permissible in the circumstances nor an actual determination by the LLC that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event of the death of any Indemnitee, such right shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights conferred above shall not be exclusive of any other right which any Indemnitee may have or hereafter acquire under any statute, resolution, agreement or otherwise. If authorized by the Member, the LLC may purchase and maintain insurance on behalf of any Indemnitee to the full extent permitted by the Act.

9. Distributions. The Member from time to time, in its sole discretion, shall determine the amount of cash and other property of the LLC that is not reasonably necessary for the operation of the LLC and is available for distribution to the Member and shall cause the LLC to distribute such cash and property to the Member, subject to the Act.

10. Assignment of Interest. The Member may not assign or transfer all or any part of its interest in the LLC, including granting security interests in such interest, without the written consent of ElderTrust Operating Limited Partnership, a Delaware limited partnership.

11. Winding Up and Distribution Upon Dissolution. Upon dissolution of the LLC, the Member shall wind up the business and affairs of the LLC and shall cause all property and assets of the LLC to be distributed as follows:

a) first, all of the LLC’s debts, liabilities and obligations, including any loans or advances from the Member, shall be paid in full or reserves therefor shall be set aside; and

b) any remaining assets shall be distributed to the Member.

12. Amendments. The Member and the LLC may at any time and from time to time amend this Agreement by executing a written amendment signed by authorized representatives of both parties.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (but not including the choice of law rules thereof), including, without limitation, the Act.

IN WITNESS WHEREOF, the LLC and the Member have executed this Agreement as of the date first set forth above.

LLC:
VERNON ALF, L.L.C.
By:	/s/ Edward B. Romanov, Jr.
	Edward B. Romanov, Jr.
	Sole Member
MEMBER:
	/s/ Edward B. Romanov, Jr.
	Edward B. Romanov, Jr.

EXHIBIT A

MEMBER’S CAPITAL CONTRIBUTION

[INTENTIONALLY OMITTED]

EX-3.30.3

Exhibit 3.30.3

FIRST AMENDMENT TO OPERATING AGREEMENT

OF

VERNON ALF, L.L.C.

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”).

R E C I T A L S:

A. A Certificate of Formation dated July 23, 1998 (the “Certificate”) was filed by Edward B. Romanov, Jr. (the “Initial Member”) to form a limited liability company under the name “VERNON ALF, L.L.C.” pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended (6 Del. C. § 18-101, et seq.) (the “Act”).

B. The Initial Member and the LLC entered into that certain Operating Agreement of Vernon ALF, L.L.C. dated as of October 23, 1998 (the “Operating Agreement”) in order to set forth, among other things, the terms governing the affairs of the LLC and the conduct of its business.

C. By an Assignment of Membership Interest of even date herewith, the Member acquired all of the right, title and interest of the Initial Member as the sole member of the LLC.

D. The LLC is the managing member of a Delaware limited liability company known as ET Sub-Vernon Court, L.L.C. (“ET Vernon Court”).

E. ET Vernon Court is the owner of an assisted living facility known as Heritage at Vernon Court which facility is currently subject to financing (the “MHFA Financing”) from the Massachusetts Housing Finance Authority (the “MHFA”).

F. The Member and the LLC desire to amend the Operating Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1. Paragraph 11 of the Operating Agreement hereby is deleted in its entirety and in lieu thereof is inserted the following:

11. Winding Up and Distribution Upon Dissolution. Upon dissolution of the LLC, the Member shall wind up the business and affairs of the LLC and shall cause all property and assets of the LLC to be distributed as follows:

(a) first, all of the LLC’s debts, liabilities and obligations, including any loans or advances from the Member, shall be paid in full or reserves therefor shall be set aside; and

(b) any remaining assets shall be distributed to the Member.

Notwithstanding the foregoing, so long as the MHFA Financing is outstanding, the LLC shall not be dissolved without the review and approval of the MHFA.

2. Except as expressly amended hereby, all of the terms and conditions of the Operating Agreement hereby are ratified and confirmed and are in full force and effect.

[SIGNATURE PAGE TO FOLLOW]

-2-

IN WITNESS WHEREOF, the LLC and the Member have executed this First Amendment to Operating Agreement as of the date first set forth above.

LLC:
VERNON ALF, L.L.C.
By:	/s/ D. Lee McCreary, Jr.
	D. Lee McCreary, Jr.
	Sole Member
MEMBER:
/s/ D. Lee McCreary, Jr.
D. Lee McCreary, Jr.

-3-

EX-3.31.1

Exhibit 3.31.1

CERTIFICATE OF LIMITED PARTNERSHIP

OF

ET SUB-WILLOWBROOK LIMITED PARTNERSHIP, L.L.P.

On behalf of the Partnership (as defined below) and for purposes of forming the Partnership as a limited partnership under the Virginia Revised Uniform Limited Partnership Act (Va. Code Ann. § 50-73.1 et seq.) (the “Virginia RULPA”), the undersigned hereby certifies as follows:

1. NAME

The name of the limited partnership is ET Sub-Willowbrook Limited Partnership, L.L.P. (the “Partnership”).

2. SPECIFIED OFFICE

The post-office address of the office at which the Partnership records required to be maintained by Section 50-73.8 of the Virginia RULPA are kept is 415 McFarlan Road, Suite 202, Kennett Square, Pennsylvania 19348.

3. REGISTERED AGENT

The Partnership’s registered agent in the Commonwealth of Virginia is Mr. Edward R. Parker, Esq. whose post-office address is 5511 Staples Mill Road, Richmond, Virginia 23228. Mr. Parker is a member of the Virginia State Bar. and a Resident of Virginia.

4. GENERAL PARTNER

The sole general partner of the Partnership is ET GENPAR, L.L.C., a Delaware limited liability company, whose post-office address is 415 McFarlan Road, Suite 202, Kennett Square, Pennsylvania 19348.

5. TERMINATION DATE

The latest date upon which the limited partnership is to be dissolved and its affairs wound up is December 31, 2096.

6. REGISTRATION AS A LIMITED LIABILITY PARTNERSHIP

Concurrent with the filing of this Certificate of Limited Partnership, the Partnership is filing with the State Corporation Commission of the Commonwealth of Virginia a Statement of Registration as a Registered Limited Liability Partnership pursuant to Section 50-73.78 of the Virginia RULPA and Section 50-73.132 of the Virginia Uniform Partnership Act (1996) (Va. Code Ann. § 50-73.79 et seq.).

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of ET Sub-Willowbrook Limited Partnership, L.L.P. this 16^th day of January, 1998.

ET GENPAR, L.L.C.
By:	ElderTrust Operating Limited
	Partnership, Sole Member
	By:	ElderTrust Realty Group, Inc.,
		General Partner
		By:	/s/ D. Lee McCreary, Jr.
			D. Lee McCreary, Jr.
			Vice President and
			Secretary

2

EX-3.31.2

Exhibit 3.31.2

AGREEMENT

OF

LIMITED PARTNERSHIP

OF

ET SUB-WILLOWBROOK LIMITED PARTNERSHIP, L.L.P.

Dated: January 30, 1998

TABLE OF CONTENTS

			Page
1.	CERTAIN DEFINITIONS		1
2.	FORMATION; NAME; PLACE OF BUSINESS		4
	2.1.	Formation of Partnership; Filing of Certificate and Statement of Registration	4
	2.2.	Name of Partnership	4
	2.3.	Place of Business	4
	2.4.	Registered Office and Registered Agent	5
3.	PURPOSES AND POWERS OF PARTNERSHIP		5
4.	TERM OF PARTNERSHIP		5
5.	CAPITAL		5
	5.1.	Capital Contribution of the General Partner	5
	5.2.	Capital Contributions of Limited Partners	5
	5.3.	Capital Accounts	5
	5.4.	No Interest on Capital Contributions or Amounts in Capital Account	6
	5.5.	Liability of Limited Partners	6
	5.6.	Return of Capital	6
6.	ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS		6
	6.1.	Allocations of Profits and Losses	6
	6.2.	Distributions	6
7.	MANAGEMENT		6
	7.1.	Management and Control of Partnership Business	6
	7.2.	Other Activities of Partners	7
	7.3.	Liability of General Partner and Affiliates to Partnership and Limited Partners	7
	7.4.	Limitation on Liability of General Partner and Affiliates; Indemnification	7
	7.5.	No Management by Limited Partners	8
8.	BANK ACCOUNTS; BOOKS AND RECORDS; STATEMENTS; TAXES; FISCAL YEAR		9
	8.1.	Bank Accounts	9
	8.2.	Books and Records	9
	8.3.	Tax Returns	9
	8.4.	Federal Income Tax Elections	9
	8.5.	Fiscal Year	10
9.	TRANSFER OF INTERESTS		10
10.	ADMISSION OF ADDITIONAL PARTNERS.		10
11.	WITHDRAWAL OF A PARTNER.		10
12.	DISSOLUTION		10
13.	MISCELLANEOUS PROVISIONS		10
	13.1.	Severability	10
	13.2.	Amendment Procedure	11
	13.3.	Entire Agreement	11
	13.4.	Pronouns	11
	13.5.	Headings	11

		Page
13.6.	Governing Law	11
13.7.	Execution in Counterparts	11

ii

AGREEMENT OF LIMITED PARTNERSHIP

OF

ET SUB WILLOWBROOK LIMITED PARTNERSHIP, L.L.P.

RECITALS

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”).

WHEREAS, the General Partner and the Limited Partner have formed a partnership pursuant to the provisions of the Virginia Revised Uniform Limited Partnership Act (Va. Code Ann. § 50-73.1 et seq.) as amended from time to time, and any successor thereto (the “Virginia RULPA”) under the name ET Sub-Willowbrook Limited Partnership, L.L.P. (the “Partnership”);

WHEREAS, (i) pursuant to the Virginia RULPA, the General Partner has filed a Certificate of Limited Partnership relating to the Partnership and (ii) pursuant to the Virginia RULPA and the Virginia Uniform Partnership Act (1996) (Va. Code Ann. § 50-73.79 et seq.), as amended from time to time, and any successor thereto (the “Virginia UPA”), the General Partner has filed a Statement of Registration as a limited liability partnership relating to the Partnership; and

WHEREAS, the General Partner and the Limited Partner desire to continue the business of the Partnership pursuant to this Agreement.

NOW, THEREFORE, in consideration for the foregoing, and of the covenants and agreements hereinafter set forth, it is hereby agreed as follows:

1. CERTAIN DEFINITIONS

Unless the context otherwise specifies or requires, the terms defined in this Section 1 shall, for the purposes of this Agreement, have the meanings herein specified. Unless otherwise specified, all references herein to Sections or Schedules are to Sections of, or Schedules attached to, this Agreement.

Adjusted Basis: The basis for determining gain or loss for federal income tax purposes from the sale or other disposition of property, as defined in Section 1011 of the Code.

Affiliate: With respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any Person owning or

controlling ten percent (10%) or more of the outstanding voting interests of such Person, (iii) any Person of which such Person owns or controls ten percent (10%) or more of the voting interests or (iv) any officer, director, general partner or trustee of such Person or of any Person referred to in clauses (i), (ii) or (iii) above. For purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

Agreed Value: (i) In the case of any property contributed to the Partnership by a Partner, the 704(c) Value of such property as of the time of its contribution to the Partnership, reduced by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed and (ii) in the case of any property distributed to a Partner by the Partnership, the Partnership’s Carrying Value of such property at the time such property is distributed, reduced by any indebtedness either assumed by such Partner upon such distribution or to which such property is subject at the time of distribution as determined under Section 752 of the Code and the Regulations thereunder. The aggregate Agreed Value of all property contributed to the Partnership by a Partner shall be set forth next to such Partner’s name on Schedule A.

Agreement: As defined in the Recitals.

Capital Account: The capital account established and maintained for each Partner pursuant to Section 5.3.

Capital Contribution: Any property (including cash) contributed to the Partnership by or on behalf of a Partner.

Carrying Value: (i) With respect to any asset contributed or deemed to be contributed to the Partnership or revalued on the Partnership’s books, the fair market value of such asset at the time of contribution or revaluation (as determined by the General Partner) reduced, but not below zero, by all deductions for depreciation, amortization, cost recovery and expense in lieu of depreciation debited to the Capital Accounts of the Partners pursuant to with respect to such asset since the time of contribution or last revaluation up to the time the Carrying Value is to be determined; and (ii) with respect to any other asset of the Partnership, the Adjusted Basis of such asset as of the time the Carrying Value is to be determined.

Certificate: The Certificate of Limited Partnership, and any and all amendments thereto or restatements thereof, filed on behalf of the Partnership with the Recording Office as required under the Virginia RULPA.

Code: The Internal Revenue Code of 1986, as in effect and hereafter amended, and, unless the context otherwise requires, applicable regulations thereunder. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law.

- 2 -

Fiscal Year: The fiscal year of the Partnership for financial accounting purposes, and for federal, state and local income tax purposes, which shall be the calendar year unless changed by the General Partner in accordance with Section 8.5.

General Partner: As defined in the Recitals or any other Person admitted to the Partnership as a general partner.

Limited Partner: As defined in the Recitals or any other Person admitted to the Partnership as a limited partner.

Partner: As defined in the Recitals.

Partnership: As defined in the Recitals.

Partnership Assets: All assets and property, whether tangible or intangible and whether real, personal or mixed, at any time owned by or held for the benefit of the Partnership.

Partnership Interest: As to any Partner, all of the interest of that Partner in the Partnership, including, without limitation, such Partner’s (i) right to a distributive share of the income, gain, losses and deductions of the Partnership in accordance herewith and (ii) right to a distributive share of Partnership Assets.

Person: Any individual, corporation, association, partnership, limited partnership, limited liability company, joint venture, trust, estate or other legal or commercial entity or organization.

Recording Office: The office of the State Corporation Commission of the Commonwealth of Virginia.

Regulations: The regulations issued by the United States Department of the Treasury under the Code, as now in effect and as they may be amended from time to time, and any successor regulations.

704(c) Value: With respect to any property contributed to the Partnership by a Partner, the fair market value of such property at the time of contribution as determined by the General Partner using such reasonable method of valuation as it may adopt; provided, however, that the General Partner shall, in its sole and absolute discretion, use such method as it deems reasonable and appropriate to allocate the aggregate of the 704(c) Values of properties contributed to the Partnership in a single or integrated transaction among each separate property on a basis proportional to its fair market value.

Statement of Registration: The Statement of Registration as a registered limited liability partnership, and any and all amendments thereto and restatements thereof, filed on behalf of the Partnership with the Recording Office as required under the Virginia UPA.

Termination Date: December 31, 2096.

Virginia RULPA: As defined in the Recitals.

Virginia UPA: As defined in the Recitals.

- 3 -

2. FORMATION; NAME; PLACE OF BUSINESS

2.1. Formation of Partnership; Filing of Certificate and Statement of Registration

The General Partner and the Limited Partner hereby execute this Agreement for the purpose of forming the Partnership and establishing the rights, duties and relationship of the Partners. The General Partner has previously filed the Certificate and the Statement of Registration with the Recording Office. If the laws of any jurisdiction in which the Partnership transacts business so require, the General Partner also shall file, with the appropriate office in that jurisdiction, a copy of the Certificate or the Statement of Registration as filed with the Recording Office or any other documents necessary for the Partnership to qualify to transact business and to establish and maintain the Partners’ limited liability under the Virginia RULPA and the Virginia UPA. The Partners further agree and obligate themselves to execute, acknowledge and cause to be filed for record, in the place or places and manner prescribed by law, any amendments to the Certificate or the Statement of Registration as may be required, either by the Virginia RULPA or the Virginia UPA, by the laws of a jurisdiction in which the Partnership transacts business or by this Agreement, to reflect changes in the information contained therein or otherwise to comply with the requirements of law for the continuation, preservation and operation of the Partnership as a registered limited liability partnership under the Virginia RULPA and the Virginia UPA.

2.2. Name of Partnership

The name under which the Partnership shall conduct its business is “ET Sub-Willowbrook Limited Partnership, L.L.P.” The business of the Partnership may be conducted under any other name permitted by the Virginia RULPA and the Virginia UPA that is deemed necessary or desirable by the General Partner, in its sole and absolute discretion, except that such other name may not include the name of any Limited Partner unless such is also the name of the General Partner. The General Partner promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the Commonwealth of Virginia or any jurisdiction in which the Partnership conducts business and shall take such other actions as the General Partner determines are required by the laws of the Commonwealth of Virginia, or any other jurisdiction in which the Partnership conducts business to use the name or names under which the Partnership conducts business.

2.3. Place of Business

The principal place of business of the Partnership shall be located at 415 McFarlan Road, Suite 202, Kennett Square, Pennsylvania 19348. The General Partner may hereafter change the principal place of business of the Partnership to such other place or places within the United States as the General Partner may from time to time determine, in its sole and absolute discretion, provided that the General Partner shall give written notice thereof to the Limited Partners within 30 days after the effective date of any such change and, if necessary, shall amend the Certificate and the Statement of Registration in accordance with the applicable

- 4 -

requirements of the Virginia RULPA and the Virginia UPA. The General Partner may, in its sole and absolute discretion, establish and maintain such other offices and additional places of business of the Partnership, either within or without the Commonwealth of Virginia, as it deems appropriate.

2.4. Registered Office and Registered Agent

The street address of the registered office of the Partnership shall be 5511 Staples Mill Road, Richmond, Virginia 23228, and the Partnership’s registered agent at such address shall be Mr. Edward R. Parker, Esq.

3. PURPOSES AND POWERS OF PARTNERSHIP

The Partnership may carry on any lawful business purpose or activity for which a limited partnership may be organized under the Virginia RULPA. The Partnership shall have all power necessary or convenient to the conduct, promotion or attainment of its business, purposes and activities.

4. TERM OF PARTNERSHIP

The Partnership shall commence on the date upon which the Certificate is duly filed with the Recording Office and shall continue until the Termination Date, unless dissolved and liquidated before the Termination Date in accordance with the provisions of Section 12.

5. CAPITAL

5.1. Capital Contribution of the General Partner

As of the date of this Agreement, the General Partner has made a Capital Contribution to the Partnership with an Agreed Value as set forth on Schedule A. Except to the extent required under the Virginia RULPA, the General Partner shall not be required to make any additional Capital Contributions to the Partnership.

5.2. Capital Contributions of Limited Partners

As of the date of this Agreement, the Limited Partner has made a Capital Contribution to the Partnership with an Agreed Value as set forth opposite its name on Schedule A. Upon its admission to the Partnership, each additional Limited Partner shall make a Capital Contribution to the Partnership with an Agreed Value as determined by the General Partner and agreed to by such Limited Partner. The Limited Partners shall not be required to make any Capital Contributions to the Partnership other than as set forth in this Section 5.2 or to the extent required under the Virginia RULPA.

5.3. Capital Accounts

A separate Capital Account shall be established and maintained for each Partner in all events in accordance with the rules of Regulations Section 1.704-1(b)(2)(iv), as amended from time to time.

- 5 -

5.4. No Interest on Capital Contributions or Amounts in Capital Account

No Partner shall be entitled to receive any interest on its Capital Contributions or its outstanding Capital Account balance.

5.5. Liability of Limited Partners

Except as provided in the Virginia RULPA, no Limited Partner shall be liable personally for the obligations of the Partnership.

5.6. Return of Capital

Except upon the dissolution of the Partnership or as may be specifically provided in this Agreement, no Partner shall have the right to demand or to receive the return of all or any part of its Capital Account or its contributions to the capital of the Partnership.

6. ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

6.1. Allocations of Profits and Losses

The Partnership’s profits and losses shall be allocated among the Partners on the basis of the Agreed Value of the Capital Contributions made by each Partner to the Partnership as set forth on Schedule A.

6.2. Distributions

The General Partner from time to time, in its sole discretion, shall determine the amount of cash and other property of the Partnership that is not reasonably necessary for the operation of the Partnership and is available for distribution to the Partners and shall cause the Partnership to distribute such cash or property to the Partners. Any such distributions of cash or other assets of the Partnership shall be allocated among the Partners on the basis of the Agreed Value of the Capital Contributions made by each Partner to the Partnership as set forth on Schedule A.

7. MANAGEMENT

7.1. Management and Control of Partnership Business

Responsibility for the management of the business and affairs of the Partnership shall be vested in the General Partner, which shall have all right, power and authority to manage, operate and control the business and affairs of the Partnership and to do or cause to be done any and all acts, at the expense of the Partnership, deemed by it to be necessary or convenient to the furtherance of the purpose of the Partnership described in this Agreement, and all powers, statutory or otherwise, possessed by a general partner of a limited partnership under the Virginia RULPA. Without limiting the generality of the foregoing, the General Partner, in its sole discretion, may retain such persons or entities (including the General Partner and any person or entity in which the General Partner shall have an interest or of which the General Partner is an

- 6 -

Affiliate) as it shall determine to provide services to or on behalf of the Partnership for such compensation as the General Partner deems appropriate; provided, however, that the General Partner shall discharge its duties to the Partnership and the Limited Partners under the Virginia RULPA and this Agreement and shall exercise any rights consistent with the obligation of good faith and fair dealing.

7.2. Other Activities of Partners

Any Partner may have other business interests or may engage in other business ventures of any nature or description whatsoever, whether currently existing or hereafter created, and may compete, directly or indirectly, with the business of the Partnership. No Partner or Affiliate thereof shall incur any liability to the Partnership as a result of such Partner’s or Affiliate’s pursuit of such other business interest, ventures and competitive activity, and neither the Partnership nor the other Partners shall have any right to participate in such other business ventures or to receive or share in any income or profits derived therefrom.

7.3. Liability of General Partner and Affiliates to Partnership and Limited Partners

Neither the General Partner nor any of its Affiliates shall be liable to the Partnership or to the Limited Partners for any losses sustained or liabilities incurred as a result of any act or omission of any of such Persons, unless such Person: (i) failed to account to the Partnership and hold as trustee for it any property, profit or benefit derived by such Person in the conduct and winding up of the Partnership business or derived from a use by such Person of Partnership property, including the appropriation of a Partnership opportunity; (ii) dealt with the Partnership in the conduct or winding up of the Partnership business as or on behalf of a party having an interest adverse to the Partnership; (iii) competed with the Partnership in the conduct of the Partnership business before the dissolution of the Partnership; or (iv) engaged in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law in the conduct and winding up of the Partnership business; provided, however, that neither the General Partner nor any of its Affiliates shall be deemed to have violated the duties or obligations of such Person under the Virginia RULPA or this Agreement merely because such Person’s conduct furthers such Person’s own interest.

7.4. Limitation on Liability of General Partner and Affiliates; Indemnification

Except as provided in the Virginia RULPA and the Virginia UPA, neither the General Partner nor any of its Affiliates shall be, solely by reason of being the General Partner or an Affiliate of the General Partner, liable, directly or indirectly, including by way of indemnification, contribution, assessment or otherwise, for debts, obligations or liabilities of, or chargeable to, the Partnership, whether sounding in tort, contract or otherwise.

The Partnership shall indemnify and hold harmless the General Partner, its Affiliates and any officers, employees or agents of the Partnership (individually, in each case, an “Indemnitee”), to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from

- 7 -

any and all claims, demands, actions, suits or proceedings, whether threatened, pending or completed and whether civil, criminal, administrative, arbitrative or investigative, including, without limitation, any appeal to any such claim, demand, action, suit or proceeding and any inquiry or investigation that could lead to such claim, demand, action, suit or proceeding, arising out of or incidental to the ordinary course of business of the Partnership or the preservation of its business or properties and in which any such Indemnitee may be, or may have been, involved, or threatened to be involved, as a party or otherwise, by reason of the fact that he, she or it (i) is or was the General Partner, an Affiliate of the General Partner or an officer, employee or agent of the Partnership or (ii) is or was serving at the request of the Partnership as a director, officer, member, general or limited partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, limited liability company, joint venture, partnership, limited partnership, sole proprietorship, trust, employee benefit plan or other enterprise, to the fullest extent permitted under the Virginia RULPA, regardless of whether the Indemnitee continues to be the General Partner, an Affiliate of the General Partner or an officer, employee or agent of the Partnership, at the time any such liability or expense is paid or incurred; provided, however, that this provision shall not eliminate or limit the liability of an Indemnitee for any breach of the Indemnitee’s duties to the Partnership or its Limited Partners as set forth in Section 7.1 or Section 7.3 hereof. Any right of an Indemnitee under this Section 7.4 shall be a contract right and as such shall run to the benefit of such Indemnitee. Any repeal or amendment of this Section 7.4 shall be prospective only and shall not limit the rights of any such Indemnitee or the obligations of the Partnership with respect to any claim arising from or related to the status or the services of such Indemnitee in any of the foregoing capacities prior to any such repeal or amendment to this Section 7.4. Such right shall include the right to be paid by the Partnership expenses incurred in investigating or defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Virginia RULPA. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the Partnership within sixty (60) days after a written claim has been received by the Partnership, the claimant may at any time thereafter bring suit against the Partnership to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under the Virginia RULPA, but the burden of proving such defense shall be on the Partnership. Neither the failure of the Partnership to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the Indemnitee is permissible in the circumstances nor an actual determination by the Partnership that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event of the death of any Indemnitee, such right shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. The rights conferred above shall not be exclusive of any other right which any Indemnitee may have or hereafter acquire under any statute, resolution, agreement or otherwise. If authorized by the General Partner, the Partnership may purchase and maintain insurance on behalf of any Indemnitee to the full extent permitted by the Virginia RULPA.

7.5. No Management by Limited Partners

No Limited Partner shall take part in the day-to-day management, operation or control of the business and affairs of the Partnership or have any right, power or authority to act

- 8 -

for or on behalf of or to bind the Partnership or transact any business in the name of the Partnership. The Limited Partners shall have no rights other than those specifically provided herein or granted by law where consistent with a valid provision hereof. In the event any laws, rules or regulations applicable to the Partnership, or to its sale or issuance of interests in the Partnership, require a Limited Partner, or any group or class thereof, to have certain rights, options, privileges or consents not granted by the terms of this Agreement, then such Limited Partners shall have and enjoy such rights, options, privileges and consents as long as (but only as long as) the existence thereof does not result in a loss of the limitation on liability enjoyed by the Limited Partners under the Virginia RULPA or the applicable laws of any other jurisdiction.

8. BANK ACCOUNTS; BOOKS AND RECORDS; STATEMENTS; TAXES; FISCAL YEAR

8.1. Bank Accounts

All funds of the Partnership shall be deposited in its name in such checking and savings accounts, time deposits or certificates of deposit, or other accounts at such banks, as shall be designated by the General Partner from time to time, and the General Partner shall arrange for the appropriate conduct of such account or accounts.

8.2. Books and Records

The General Partner shall keep, or cause to be kept, accurate, full and complete records of the Partnership as required by the Virginia RULPA.

8.3. Tax Returns

The General Partner shall, at the expense of the Partnership, cause to be prepared and delivered to the Partners, in a timely fashion after the end of each Fiscal Year, copies of all federal and state income tax returns for the Partnership for such Fiscal Year, one copy of which shall be filed by the General Partner. The General Partner is designated as the “tax matters partner” (as defined in the Code) of the Partnership and is authorized and required to represent the Partnership (at the expense of the Partnership) in connection with all examinations of the affairs of the Partnership by any federal, state, or local tax authorities, including any resulting administrative and judicial proceedings, and to expend funds of the Partnership for professional services and costs associated therewith. Each Partner agrees to cooperate with the General Partner and to do or refrain from doing any or all things reasonably required by the General Partner in connection with the conduct of such proceedings; provided, however, that in no event shall any Limited Partner be required to do or refrain from doing anything which would cause such Limited Partner to be deemed a general partner of the Partnership.

8.4. Federal Income Tax Elections

Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any election pursuant to the Code (including, without limitation, the election under Section 754 of the Code). The General Partner shall have the right to seek to revoke any such election upon the General Partner’s determination in its sole and absolute discretion that such revocation is in the best interests of the Partner.

- 9 -

8.5. Fiscal Year

The Fiscal Year of the Partnership for financial and Federal, state and local income tax purposes shall initially be the calendar year. The General Partner shall have authority to change the beginning and ending dates of the Fiscal Year if the General Partner, in its sole and absolute discretion, deems such change to be necessary or appropriate to the business of the Partnership, and the General Partner shall give written notice of any such change to the Limited Partners within thirty (30) days after the occurrence thereof.

9. TRANSFER OF INTERESTS

A Partner from time to time may assign or transfer all or any part of its Partnership Interest, including granting security interests in such Partnership Interest.

10. ADMISSION OF ADDITIONAL PARTNERS.

(a) The General Partner may admit additional persons to the Partnership as general or limited partners at such times and on such terms as the General Partner and the Limited Partners may agree (with the agreement of a majority in interest of the Limited Partners on such matters binding all Limited Partners).

(b) The Partnership shall continue as a limited partnership under the Virginia RULPA after the admission of any additional general or limited partners pursuant to this Section 10.

11. WITHDRAWAL OF A PARTNER.

Upon the withdrawal of any Partner from the Partnership, the Partnership shall return to such Partner, without interest, the amount of such Partner’s Capital Contributions which has been received by the Partnership and has not been previously returned.

12. DISSOLUTION

The Partnership shall dissolve and its affairs shall be wound up on the Termination Date or at such earlier time as (a) the Partners determine by unanimous written consent or (b) required by the Virginia RULPA.

13. MISCELLANEOUS PROVISIONS

13.1. Severability

The invalidity of any one or more provision hereof or of any other agreement or instrument given pursuant to or in connection with this Agreement shall not affect the remaining portions of this Agreement or any such other agreement or instrument or any part thereof, all of which are inserted conditionally on their being held valid in law; and in the event that one or more of the provisions contained herein or therein should be invalid, or should operate to render this Agreement or any such other agreement or instrument invalid, this Agreement and such other agreements and instruments shall be construed as if such invalid provisions had not been inserted.

- 10 -

13.2. Amendment Procedure

The Partners may at any time and from time to time amend this Agreement by executing a written amendment signed by authorized representatives of all Persons who are Partners at such time.

13.3. Entire Agreement

This Agreement (including the Schedule hereto) contains the entire agreement among the Partners with respect to the transactions contemplated herein, and supersedes all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein and therein.

13.4. Pronouns

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or entity may require.

13.5. Headings

Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

13.6. Governing Law

This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia (but not including the choice of law rules thereof).

13.7. Execution in Counterparts

To facilitate execution, this Agreement may be executed in as many counterparts as may be required; and it shall not be necessary that the signatures of, or on behalf of, each party, or that the signatures of all persons required to bind any party, appear on each counterpart; but it shall be sufficient that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on one or more of the counterparts. All counterparts shall collectively constitute a single agreement. It shall not be necessary in making proof of this Agreement to produce or account for more than a number of counterparts containing the respective signatures of, or on behalf of, all of the parties hereto.

- 11 -

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement, or have caused this Agreement to be duly executed on their behalf, as of the day and year first hereinabove set forth.

GENERAL PARTNER:
ET GENPAR, L.L.C.
By:	ElderTrust Operating Limited
	Partnership, Sole Member
	By:	ElderTrust, General Partner
		By:	/s/ D. Lee McCreary
		Name:
		Title:
LIMITED PARTNER:
ELDERTRUST OPERATING LIMITED         PARTNERSHIP
By:	ElderTrust, General Partner
	By:	/s/ D. Lee McCreary
	Name:
	Title:

- 12 -

SCHEDULE A

To Agreement of Limited Partnership of ET Sub-Willowbrook Limited Partnership, L.L.P.

[INTENTIONALLY OMITTED]

EX-3.32.1

Exhibit 3.32.1

CERTIFICATE OF LIMITED PARTNERSHIP

OF

ET SUB-WAYNE I LIMITED PARTNERSHIP, L.L.P.

On behalf of the Partnership (as defined below) and for purposes of forming the Partnership as a limited partnership under the Virginia Revised Uniform Limited Partnership Act (Va. Code Ann. § 50-73.1 et seq.) (the “Virginia RULPA”), the undersigned hereby certifies as follows:

1. NAME

The name of the limited partnership is ET Sub-Wayne I Limited Partnership, L.L.P. (the “Partnership”).

2. SPECIFIED OFFICE

The post-office address of the office at which the Partnership records required to be maintained by Section 50-73.8 of the Virginia RULPA are kept is 415 McFarlan Road, Suite 202, Kennett Square, Pennsylvania 19348.

3. REGISTERED AGENT

The Partnership’s registered agent in the Commonwealth of Virginia is Mr. Edward R. Parker, Esq. whose post-office address is 5511 Staples Mill Road, Richmond, Virginia 23228. Mr. Parker is a member of the Virginia State Bar. and a Resident of Virginia

4. GENERAL PARTNER

The sole general partner of the Partnership is ET GENPAR, L.L.C., a Delaware limited liability company, whose post-office address is 415 McFarlan Road, Suite 202, Kennett Square, Pennsylvania 19348.

5. TERMINATION DATE

The latest date upon which the limited partnership is to be dissolved and its affairs wound up is December 31, 2096.

6. REGISTRATION AS A LIMITED LIABILITY PARTNERSHIP

Concurrent with the filing of this Certificate of Limited Partnership, the Partnership is filing with the State Corporation Commission of the Commonwealth of Virginia a Statement of Registration as a Registered Limited Liability Partnership pursuant to Section 50-73.78 of the Virginia RULPA and Section 50-73.132 of the Virginia Uniform Partnership Act (1996) (Va. Code Ann. § 50-73.79 et seq.).

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of ET Sub-Wayne I Limited Partnership, L.L.P. this 16th day of January, 1998.

ET GENPAR, L.L.C.
By:	ElderTrust Operating Limited Partnership, Sole Member
	By:	ElderTrust Realty Group, Inc., General Partner
		By:	/s/ D. Lee McCreary, Jr.
			D. Lee McCreary, Jr.
			Vice President and Secretary

2

EX-3.32.2

Exhibit 3.32.2

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP

This amendment is presented for filing pursuant to Section 50-73.12 of the Code of Virginia.

1. The name of the limited partnership is ET Sub-Wayne Limited Partnership, L.L.P.

NOTE: If also applying for registered limited liability partnership status, pursuant to Virginia Code § 50-73.78 the name must be followed by the words “Registered Limited Liability Partnership” or the abbreviation “L.L.P.” or the designation “LLP”.

2. The partnership I.D. # is L014725-8.

3. The filing date of the initial certificate of limited partnership with the State Corporation Commission is January 20, 1998.

COMPLETE ONLY IF ALSO APPLYING FOR REGISTERED LIMITED LIABILITY PARTNERSHIP STATUS PURSUANT TO VIRGINIA CODE § 50.73.78.

This application is for initial registration as a registered limited liability partnership. ¨ mark box

The business in which the partnership engages is:

The registered agent’s name is                                                                                                                                                                         

The registered agent is (mark appropriate box)

(A) an INDIVIDUAL who is a resident of Virginia and

¨ a general partner of the partnership

¨ an officer or director of a corporate general partner

¨ a general partner of a general partner

¨ a member/manager of a limited liability company general partner

¨ a member of the Virginia State Bar

OR

(B) ¨ a professional corporation or professional limited liability company of attorneys registered under Virginia Code S 54.1-3902

The business address in Virginia of the registered agent is

(number/street)                                                                                               (city/state/zip)

located in the ¨ city or ¨ county of                                                                                                                                                            .

4. The certificate of limited partnership is amended as follows (complete appropriate subsection(s)):

A. The name of the limited partnership is changed to:

B. The specified office address is changed to:

(number/street)                                                                              (city/state/zip)

located in the ¨ City or ¨ County of                                                                                                                                                    .

C. The following general partner(s) has (have) withdrawn:

Name	Address
ET GENPAR, L.L.C.	101 E. State Street, Suite 100
	Kennett Square, PA 19348

D.                                                             shall continue in the event that a general partner withdraws from the partnership.

    (name of limited partnership)

E. The following general partner(s) has (have) been added:

Name	Address
ET Wayne Finance, L.L.C.	101 E. State Street, Suite 100
	Kennett Square, PA 19348

Check if applicable:

x The new general partner(s) ET Wayne Finance, L.L.C. is (are) serving, without more, as a general partner of, or as a partner in a partnership which is a general partner of, a domestic or foreign limited partnership which does not otherwise transact business in this Commonwealth pursuant to Virginia Code Sections 50-73.61 and/or 13.1-757.

F. The term for which the limited partnership is to exist has been changed to:

                                                                                                                                                                                                             .

5. Signature of general partner(s):

ET GENPAR, L.L.C. /s/ D. Lee McCreary	January 11, 2000
	(date)
ET Wayne Finance, L.L.C. /s/ D. Lee McCreary	January 11, 2000
	(date)
•        for both: D. Lee McCreary is Vice President and Secretary of ElderTrust, GP of ElderTrust Operating Limited Partnership, sole member of the LLC’s
	(date)
	(date)

EX-3.32.3

Exhibit 3.32.3

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

ET SUB-WAYNE I LIMITED PARTNERSHIP, L.L.P.

THIS AMENDED AND RESTATED AGREEMENT OF ET SUB-WAYNE I LIMITED PARTNERSHIP, L.L.P. is entered into as of November 24, 1999 by and among Eldertrust Operating Limited Partnership, a Delaware limited partnership, as the limited partner (the “Limited Partner”), and ET Wayne Finance, L.L.C., a Delaware limited liability company, as the general partner (the “General Partner”). The General Partner and the Limited Partner are each referred to herein individually as a “Partner” and collectively as the “Partners.”

WHEREAS, ET Sub-Wayne I Limited Partnership, L.L.P. (the “Partnership”) was formed pursuant to a Certificate of Limited Partnership dated as of January 16, 1998 and filed with the Virginia State Corporation Commission on January 20, 1998 and the Former General Partner (as defined below) has filed a Statement of Registration as a limited liability partnership relating to the Partnership;

WHEREAS, ET Genpar, L.L.C. (the “Former General Partner”) and the Limited Partnership entered into that certain Agreement of Limited Partnership of ET Sub-Wayne I Limited Partnership, L.L.P. dated as of January 30, 1998 (the “Initial Partnership Agreement”);

WHEREAS, pursuant to that certain Assignment and Assumption of Partnership Interest and Consent among the Former General Partner, the General Partner and the Limited Partner dated as of even date herewith and entered into immediately prior to this Agreement, the Former General Partner assigned all of its right, title and interest in and to the general partner interest of the Partnership to the General Partner;

WHEREAS, the parties hereto desire to enter into this Agreement for the purpose of amending and restating the Initial Partnership Agreement in its entirety to set forth the rights and obligations of, the relationships among, and certain other provisions governing the conduct of the affairs of, the Partners; and

WHEREAS, certain capitalized terms have the meanings set forth on Appendix I hereto.

NOW, THEREFORE, in consideration of the mutual agreements made herein, the parties hereby agree to continue the Partnership as a limited partnership under the Virginia Revised Uniform Limited Partnership Act (Va. Code Ann. § 50-73.1, et seq.), as amended from time to time, (the “Act”) as follows:

1. Name. The name of the limited partnership shall be ET Sub-Wayne I Limited Partnership, L.L.P.

2. Purpose. The sole purpose of the Partnership is to acquire, own, develop, mortgage, encumber, hypothecate, lease, sell, maintain, improve, alter, remodel, expand, manage, and otherwise operate and deal with the Facility, including obtaining financing and

refinancing for the above purposes, selling or otherwise disposing of all or any part of the Property, and investing and reinvesting any funds held in reserve. Notwithstanding anything contained herein to the contrary, the Partnership shall not engage in any business, and it shall have no purpose unrelated to the Property and shall not acquire any real property or own assets other than those related to the Property or otherwise in furtherance of the purposes of the Partnership.

3. Registered Office. The registered office of the Partnership in the Commonwealth of Virginia is 5511 Staples Mill Road, Richmond, Virginia 23228.

4. Registered Agent. The name and address of the agent for service of process on the Partnership in the Commonwealth of Virginia is Edward R. Parker, Esq., 5511 Staples Mill Road, Richmond, Virginia 23228.

5. Partners. The names and business addresses of the Partners are as follows:

General Partner:

c/o ElderTrust

101 East State Street, Suite 101

Kennett Square, Pennsylvania 19348

Limited Partner:

101 East State Street, Suite 101

Kennett Square, Pennsylvania 19348

6. Power and Authority of General Partner.

(a) Exclusive Authority. The General Partner, in its capacity as general partner, shall have all rights, powers and authority possessed by general partners under the Act and all other laws of the Commonwealth of Virginia. Without limiting the foregoing, the General Partner shall have the right, power and authority, acting for and on behalf of the Partnership, inter alia, to take all actions and execute and deliver all agreements on behalf of the Partnership in connection with the business of the Partnership, including, without limitation, the authority to cause the Partnership to sell, exchange, lease, pledge, mortgage, or otherwise deal with all or any of its assets or to merge or consolidate with or into any other entity (regardless of whether the Partnership is the surviving entity), as determined by the General Partner in its sole and absolute discretion and without the vote or consent of any Limited Partner. The General Partner also shall have the right, power and authority to execute and deliver on behalf of the Partnership any contract, agreement or other instrument or document required or otherwise appropriate to acquire, sell, operate or encumber the Partnership’s properties.

(b) Limitations on Authority. During the Covered Period, the Partnership shall not, and the General Partner shall not permit the Partnership to, incur, create or assume any debt, secured or unsecured, direct or contingent or guarantee or have any consensual contingent obligation for the obligations of any other Person, except for obligations under or permitted under the Mortgage (provided, that this provision shall not be deemed to prohibit

2

customary joint and several obligations between the Partnership and any other entity constituting a borrower under the Loan Documents or whose property or assets have been pledged to secure obligations under the Loan Documents, indemnification and contribution agreements by the Partnership and its Affiliates entered into under this Agreement or commercially reasonable indemnification obligations incurred in the ordinary course of business of the Partnership).

7. Management of Business. Management of the Partnership’s business shall in every respect be the full and exclusive responsibility of the General Partner. The General Partner shall have the right, power and authority to delegate any or all of its management duties to any other Person (including an affiliate of the General Partner) and to cause the Partnership to reasonably compensate any such Person for services rendered to or for the benefit of the Partnership, including a reasonable allowance for overhead expenses. No Limited Partner shall take part in the management or control of the business of the Partnership or transact any business in the name of the Partnership. No Limited Partner shall have any power or authority to bind the Partnership or to sign any agreement or document in the name of the Partnership.

8. Outside Activities. Except as may be otherwise limited or provided for in any other agreement between the Partnership and a Partner, the Partners may engage in and possess interests in other business ventures (including limited partnerships) of every kind and description whatsoever, including, without limitation, interests in other entities that may compete with the Partnership’s business. Neither the Partnership nor any of the Partners shall have any rights by virtue of this Agreement in or to such other business ventures or to the income or profits derived therefrom.

9. Actions Prior to Agreement. Each and every act and action taken by the General Partner on behalf of the Partnership prior to the date hereof is hereby ratified and confirmed for all purposes and in all respects.

10. Partners or Affiliates Dealing with Partnership. Each of the Partners and any of their affiliates shall have the right to contract or otherwise deal with the Partnership.

11. Liability of General Partner to the Partnership and the Limited Partner. The General Partner shall not be liable, responsible or accountable in damages, for the return of capital contributions or otherwise to the Limited Partner or to the Partnership for any acts performed in good faith and within the scope of this Agreement except to the extent that a court of competent jurisdiction finds, upon entry of a final judgment, that its actions and/or omissions are attributable to gross negligence, willful misconduct, recklessness, malfeasance or fraud.

12. Indemnification.

(a) The Partnership shall indemnify, defend and hold harmless the Partners, their stockholders, members, owners, partners, directors, officers, employees and agents from and against any loss, liability, damage, cost or expense (including reasonable attorneys’ fees) arising out of or alleged to arise out of any demands, claims, suits, actions or proceedings against any of them in or as a result of or relating to their respective capacities, actions or omissions with respect to the Partnership, or otherwise concerning the business or

3

affairs of the Partnership including, without limitation, any demands, claims, suits, actions or proceedings, initiated by any of the Partners; provided, however, that the acts or omissions of the General Partner shall not be indemnified thereunder to the extent a court of competent jurisdiction finds, upon entry of a final judgment, that the same resulted from gross negligence, willful misconduct, recklessness, malfeasance or fraud.

(b) The rights of indemnification contained in this Section 12 shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which any indemnified party shall be entitled, whether pursuant to the provisions of this Agreement, at law or in equity. Indemnification shall be made solely and entirely from assets of the Partnership (excluding, for these purposes, all assets of the Partners other than those of and attributable to such Partner’s interest in the Partnership), and no Partner shall be personally liable to any indemnified party under this Section 12.

(c) Any person or entity, when entitled to indemnification pursuant to this Section 12, shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding. All rights to indemnification hereunder shall survive the dissolution of the Partnership and the death, retirement, incompetency, insolvency or bankruptcy of any Partner.

13. Dissolution Events. Except as set forth in this Section 13, no Partner shall have the right to dissolve the Partnership. The Partnership shall not be dissolved by the admission of substituted or additional Partners.

(a) The Partnership shall dissolve, and its affairs shall be wound up, upon the first to occur of (i) December 31, 2096; (ii) an event of withdrawal of the General Partner, as defined in §50-73.49(3) of the Act; (iii) the entry of a decree of judicial dissolution of the Partnership pursuant to §50-73.50 of the Act; or (iv) all Partners so elect, provided that the Partnership shall not be dissolved during the Covered Period.

(b) Notwithstanding the provisions of Section 13(a) hereof the Partnership shall not be dissolved and the business of the Partnership shall be continued with the Partnership properties and assets, and such properties and assets shall not be liquidated, if following any event described in Section 13(a)(ii), (x) there is at least one remaining General Partner and all remaining General Partners elect to continue the business of the Partnership, which is hereby expressly permitted, or (y) within ninety (90) days after the occurrence of such event of withdrawal, all remaining Partners agree in writing to continue the business of the Partnership and to the appointment effective as of the date of such withdrawal of one or more Persons to be admitted to the Partnership as general partner if necessary or desired. Upon the satisfaction of all conditions necessary to the continuation of the Partnership, including the admission of a successor general partner thereof and the amendment of the Partnership’s certificate (if required by applicable law), the Partnership shall be continued without any further consent or approval of any Partner, in which case the Partnership shall continue to conduct the business of the Partnership with the Partnership’s properties and assets in accordance with, and the Partnership and interests of the Partners shall continue to be governed by, the terms and provisions of this Agreement.

4

14. Capital Contributions. No Partner shall be required to make any additional Capital Contribution to the Partnership.

15. Capital Accounts. The Partnership shall maintain for each Partner a separate Capital Account in accordance with the provisions of Section 1.704-1(b)(2)(iv) of the Treasury Regulations. The Capital Account balance for each Partner as of the date of this Agreement is set forth on Schedule A.

16. Allocations of Profits and Losses. The Partnership’s profits and losses shall be allocated among the Partners on the basis of the Agreed Value of the Capital Contributions made by each Partner to the Partnership as set forth on Schedule A hereto.

17. Distributions Other than Upon Liquidation. At such times as the General Partner may determine, the General Partner may cause the Partnership to distribute some or all of the cash held by it which is not reasonably necessary for the operation of the Partnership. Cash available for distribution shall be distributed to the Partners in proportion to their respective Percentage Interests.

18. Liquidation. Upon the dissolution of the Partnership, any nonwithdrawing General Partner that is not bankrupt or insolvent, or if there is none, any nonwithdrawing Limited Partners that are not bankrupt or insolvent, or if there are none, a liquidating trustee appointed in accordance with the Act to wind up the Partnership’s affairs, shall with diligence liquidate the assets of the Partnership. The net proceeds of the liquidation of the Partnership, together with all assets of the Partnership at the time of such liquidation, shall be applied and distributed according to the following priorities:

(i) to the payment of the expenses of liquidation and the debts and liabilities of the Partnership (other than any debts or liabilities of the Partnership to any of the Partners);

(ii) to the payment of any debts or liabilities of the Partnership to any of the Partners, provided that, if the amount available for such payment shall be insufficient, such payment shall be made pro rata in accordance with the respective amounts of such debts and liabilities;

(iii) to the creation of any reserves which the liquidating Partners or liquidating trustee, as the case may be, deem reasonably necessary for the payment of any contingent or unforeseen liabilities or obligations of the Partnership; and

(iv) to the Partners, in accordance with the positive balances in their Capital Accounts.

All distributions with respect to the Partnership and all returns of Capital Contributions to each Partner shall be payable solely from the assets of the Partnership and no Partner shall have any recourse against any other Partner for such distributions or returns.

5

19. Separateness Requirements.

(a) Notwithstanding anything to the contrary contained herein, during the Covered Period, the Partnership and each Partner agree that the Partnership, will:

(i) maintain its books and records and bank accounts separate from those of any other Person (except that, for accounting and reporting purposes, the Partnership may be included in the consolidated financial statements of an equity owner of the Partnership in accordance with GAAP);

(ii) maintain an arm’s length relationship with its Partners, other Affiliates and any other party furnishing services to it;

(iii) maintain its books, records, resolutions and agreements as official records;

(iv) conduct its business in its own name and through its own authorized officers and agents (except that the Property is operated under the “Wayne Nursing and Rehabilitation Center” trade name);

(v) prepare and maintain its financial statements, accounting records and other entity documents separate from those of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (i) above);

(vi) except as contemplated under the Facility Lease, the Loan Documents and under the provisions of paragraph (viii) below, pay its own liabilities out of its own funds and assets;

(vii) observe all partnership formalities necessary to maintain its identity as an entity separate and distinct from all of its Affiliates;

(viii) participate in the fair and reasonable allocation, and pay its share, of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities;

(ix) use its own stationery, invoices and checks (except when acting in a representative capacity, in which event such capacity shall be disclosed);

(x) hold and identify itself as a separate and distinct entity under its own name and not as a division or part of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (i) above);

(xi) except as may otherwise be contemplated by the Loan Documents, deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name;

6

(xii) hold its assets in its own name, except as contemplated under the Loan Documents;

(xiii) maintain a sufficient number of employees (which may be zero) for its contemplated business and pay the salaries of such employees from its own funds; and

(xiv) maintain adequate capital for the conduct of its business.

(b) Notwithstanding anything to the contrary contained herein, during the Covered Period, the Partnership, and each Partner agrees that the Partnership, will not:

(i) seek or consent to any dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its assets;

(ii) fail to correct any known misunderstanding regarding its separate identity;

(iii) except as otherwise contemplated under the Facility Lease and the Loan Documents, commingle its funds or other assets with those of any other Person;

(iv) assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person, except as otherwise contemplated or permitted by the Loan Documents (provided, that this provision shall not be deemed to prohibit indemnification and contribution agreements by the Partnership and its Affiliates entered into under this Agreement, the Facility Lease or commercially reasonable indemnification obligations incurred in the ordinary course of business of the Partnership);

(v) acquire obligations or securities of its Partners;

(vi) pledge any of its assets for the benefit of any other Person, except as otherwise contemplated or permitted by the Loan Documents;

(vii) make any loans to any other Person, or buy or hold evidence of indebtedness issued by any other Person (except as provided in the Loan Documents);

(viii) identify its Partners or any of its Affiliates as a division or part of it (except for inclusion in consolidated financial statements of an equity owner);

7

(ix) engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity;

(x) engage in any business activity or operate for any purpose other than as stated in Section 2 of this Agreement;

(xi) have or create any subsidiaries, or hold any equity interest in any other Person (except to the extent permitted under the Loan Documents); or

(xii) fail to file separate federal or state income tax returns, if required by applicable law.

(c) Notwithstanding anything to the contrary contained herein, during the Covered Period, each Partner will:

(i) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Partnership and all of its other Affiliates;

(ii) hold itself out as a separate and distinct entity from the Partnership and not identify the Partnership as a division of the Partner;

(iii) maintain its books and records and bank accounts separate from any other Person (except that, for accounting and reporting purposes, the Partner may be included in the consolidated financial statements of an equity owner of the Partner in accordance with GAAP); and

(iv) hold its assets in its own name.

20. Special Voting Matters.

(a) Sale, Consolidation, Merger. Subject to the provisions of Section 20(b) hereof, the Partnership shall not, without the approval of the General Partner, consolidate, merge or sell all or substantially all of its assets.

(b) Bankruptcy. The Partnership shall not, without the approval of the General Partner and the affirmative vote of all the Managers, including (during the Covered Period) the affirmative vote of the Independent Member and the Independent Manager (which shall be granted only if such action is approved by the Independent Director), institute proceedings for the Partnership to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Partnership, or file a petition with respect to the Partnership or consent to a petition with respect to the Partnership seeking reorganization or relief under any applicable Federal or state laws relating to bankruptcy or

8

insolvency, or appoint or consent to the appointment of receiver, liquidator, custodian, assignee, trustee, sequestrator (or other similar official) of the Partnership or a substantial part of its properties, or make any assignment for the benefit of creditors, or except as required by law, admit in writing the inability to pay its debts generally as they become due, or take any action as a limited liability company in furtherance of any such action.

21. Transfers of Partnership Interests. A Limited Partner may not assign any part of its partnership interest without the prior written consent of the General Partner. The Limited Partner has no right to grant an assignee of its partnership interest the right to become a substituted limited partner. The General Partner shall have no right to transfer or assign any part of its partnership interest without the prior written consent of the Limited Partner and, in any event, shall be permitted only if such transfer or assignment does not violate the Mortgage.

22. Additional Partners.

(a) The General Partner may admit additional persons or entities as partners at such times and on such terms as the General Partner may determine in its sole and absolute discretion. The Partnership shall continue as a limited partnership under the Act after the admission of any additional partners pursuant to this Section 22.

(b) The withdrawal or admission of any limited partner pursuant to this Section 22 shall be accomplished by the amendment of this Agreement of Limited Partnership and, if required by the Act, the filing of a certificate of amendment with the Virginia State Corporation Commission.

23. Amendment. This Agreement may be amended or modified by a written instrument executed by the Partner. Notwithstanding the foregoing, during the Covered Period, the provisions of Sections 2, 6(b), 19(a), 19(b), 19(c), 20(a), 20(b), and this Section 23, and the definitions set forth in Appendix I used in the foregoing provisions, shall not be amended without the written consent of the Lender, and only upon confirmation from the applicable rating agencies that such amendment will not result in a qualification, withdrawal or downgrade of any rating assigned to any mortgage-backed securities relating to the Mortgage.

[The remainder of this page has been intentionally left blank.]

9

IN WITNESS WHEREOF, the undersigned have duly executed this Amended and Restated Agreement of Limited Partnership as of the day and year first written above.

GENERAL PARTNER:
ET WAYNE FINANCE, L.L.C.
By:	/s/ D. Lee McCreary
Name:	D. Lee McCreary
Title:	President
LIMITED PARTNER:
ELDERTRUST OPERATING LIMITED PARTNERSHIP
By:	ElderTrust, general partner
By:	/s/ D. Lee McCreary
Name:	D. Lee McCreary
Title:	President and CEO

10

APPENDIX I

DEFINITIONS

As used in this Agreement, the following capitalized terms have the meanings set forth below:

“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person.

“Capital Account” means, with respect to each Partner, the separate capital account for such Partner established under Section 15 of this Agreement and maintained in all events in the manner provided under, and in accordance with, Treasury Regulations Section 1.704-1(b)(2)(iv), as amended, and in accordance with the other provisions of Treasury Regulations Section 1.704-1(b) that must be complied with in order for the Capital Accounts to be determined and maintained in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv).

“Capital Contributions” means the aggregate amount of cash and Gross Asset Value of property contributed by a Partner to the capital of the Partnership, less the amount of indebtedness, if any, of such Partner which is assumed by the Partnership and/or the amount of indebtedness, if any, to which such property is subject, as of the date of contribution, without regard to the provisions of Code Section 7701(g), including without limitation, any amounts paid by a Partner (except to the extent indemnification is made by another Partner) in respect of any claims, liabilities or obligations of or against the Partnership and/or pursuant to any guaranty of any Partnership indebtedness or obligations by such Partner.

“Code” means the Internal Revenue Code of 1986, as amended (or any corresponding provision of succeeding law).

“control” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Covered Period” means that period of time commencing on the Effective Date and ending at such time as the Debt under the Mortgage shall be paid in full.

“Depreciation” means, for each fiscal year or other period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for Federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the Federal income tax depreciation, amortization, or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis.

“Effective Date” means the date on which the Mortgage becomes effective.

“Facility” means the nursing home or other specialized or assisted-living care facility located on and in the Property.

“Facility Lease” means, collectively, (i) the Lease by and between the Partnership, as landlord, and the Tenant, as tenant, pursuant to which the Tenant leases the Property and the Facility from the Partnership and operates the Facility, (ii) any amendment, extension or replacement of such Lease between the Partnership and the Tenant, (iii) any other lease agreement with any other tenant pursuant to which the Partnership hereafter leases all or substantially all of the Property, and (iv) any other agreement between the Partnership and the Tenant or any other tenant providing for the management or operation of the Property or the Facility; provided, however, that during the Covered Period any such amendment, extension, replacement, other lease or other agreement shall have been entered into in compliance with any applicable terms of the Loan Documents (or, if not in compliance with any such applicable terms, then with the consent of the Lender).

“GAAP” means generally accepted accounting principles.

“Gross Asset Value” means with respect to any asset, such asset’s adjusted basis for Federal income tax purposes, except as follows:

(a) The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset, as determined by the General Partner in its reasonable discretion;

(b) The Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values as determined by the General Partner in its reasonable discretion, as of the following times: (i) the acquisition of an additional interest in the Partnership by any new or existing Partners in exchange for more than a de minimis Capital Contribution; (ii) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership Property, other than money, unless all Partners receive simultaneous distributions of undivided interests in the distributed property in proportion to their Percentage Interests; and (iii) the liquidation of the Partnership within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g);

(c) The Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704.1(b)(2)(iv)(m) and Section 16(g) hereof; and

(d) If the Gross Asset Value of an asset has been determined or adjusted pursuant to paragraphs (a), (b) or (c) hereof, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

ii

“Independent Director” means a person who is not at, and has not been within the five years prior to, the time of his or her appointment and will not be serving as: (i) an officer, director, general partner, manager, employee, or an owner of any equity securities of the Independent Manager or any of its Affiliates (other than an owner of a de minimis amount of the equity securities of any Affiliate of the Independent Manager which has a class of securities registered under the Securities Act of 1934); (ii) a customer of, or supplier or service provider (including professionals) that receives any of its revenues from its activities with the Independent Manager or any Affiliate of the Independent Manager, such that such individual’s annual revenues derived from the Independent Manager and Affiliate of the Independent Manager exceeds 1% of such individual’s aggregate annual revenues; (iii) a person or other entity controlling or under the common control of any such equity owner, supplier, customer, or service provider; or (iv) a spouse, parent, sibling, child or grandchild of any person described in (i), (ii) or (iii); provided, however, that a person shall not be deemed to be a director or manager of an Affiliate of the Independent Manager solely by reason of serving as an independent director, independent manager or independent member of another single purpose entity that is an Affiliate of the Independent Manager; and provided further, that a Person shall not be disqualified from being an Independent Director solely by reason of such Person serving as an independent director or manager of another single purpose entity that would otherwise be deemed to be an Affiliate because they are under common control.

“Independent Manager” means a corporation that (i) is wholly owned by ElderTrust; (ii) has as its sole assets interests in the Partnership or any other Person that is a borrower, or the general partner of a borrower, under the Mortgage; (iii) has one Independent Director duly appointed to its board of directors; and (iv) is a single-purpose entity.

“Lender” means Morgan Guaranty Trust Partnership of New York, or any of its successors and assigns under the Mortgage.

“Loan Documents” means the Mortgage and the promissory notes, mortgages, security agreements, subordination and nondisturbance agreements, assignments of leases and rents and other agreements, instruments and documents entered into by or on behalf of the Partnership in connection with the Mortgage.

“Manager” has the meaning ascribed to it in that certain Limited Liability Operating Agreement of the General Partner dated as of even date herewith.

“Mortgage” means that certain Mortgage and Security Agreement by the Partnership to the Lender dated November 24, 1999.

“Partner Minimum Gain” means the gain (regardless of character) that would be realized by the Partnership if property of the Partnership subject to a member nonrecourse debt (defined in the same manner as partner nonrecourse debt is defined in Treasury Regulation Section 1.704-2(b)(4)) were disposed of in full satisfaction of such debt on the relevant date. The adjusted basis of property subject to more than one member nonrecourse debt shall be allocated in a manner consistent with the allocation of basis for the purpose of determining Partner Minimum Gain hereunder.

iii

“Partnership Minimum Gain” means the aggregate gain (regardless of character) which would be realized by the Partnership if all of the Partnership Property subject to a nonrecourse liability (as defined in Treasury Regulation Section 1.704-2(b)(3)) were disposed of in full satisfaction of such liability on the relevant date. Partnership Minimum Gain shall be computed separately for each nonrecourse liability of the Partnership. For this purpose, the adjusted basis of property subject to two or more liabilities of equal priority shall be allocated among such liabilities in proportion to the outstanding balance of such liabilities and the adjusted basis of property subject to two or more liabilities of unequal priority shall be allocated to the liability of inferior priority only to the extent of the excess, if any, of the adjusted basis of such property over the outstanding balance of the liabilities of superior priority. Partnership Minimum Gain shall be computed hereunder using the book value of the property for Capital Account purposes, rather than the adjusted tax basis, of Partnership Property in accordance with the Treasury Regulations Section 1.704-2(d)(3).

“Partnership Property” means all real and personal property acquired by the Partnership and any improvements thereto, and shall include both tangible and intangible property.

“Percentage Interest” means, as to a Partner, it percentage interest in the Partnership, as set forth on Appendix II, which may be amended from time to time.

“Profits” and “Losses” means, for each fiscal year or other period, an amount equal to the Partnership’s taxable income or loss for such year or period (including, without limitation, all items of income, gain, loss or deduction allocable to the Partnership in respect of its interests in the Partnership Property for such year or period) determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(2) shall be included in taxable income or loss), with the following adjustments:

(a) Any income of the Partnership that is exempt from Federal income tax and not otherwise taken into account in computing Profits and Losses pursuant to this Section shall be added to such taxable income or loss;

(b) Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits and Losses pursuant to this Section, shall be subtracted from such taxable income or loss;

(c) Gain or loss resulting from any disposition of Partnership Property (including, without limitation, all items of gain or loss resulting from disposition of any property by a Partnership and allocable to the Partnership in respect of its interests therein) with respect to which gain or loss is recognized for Federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

iv

(d) In lieu of the depreciation, amortization, and the cost recovery deductions taken into account for such fiscal year or other period in computing such taxable income or loss, there shall be taken into account Depreciation; and

(e) Notwithstanding any other provision herein, any items which are specially allocated pursuant to Section 16 hereof shall not be taken into account in computing Profits and Losses.

“Property” means, collectively, the real property described more fully on Schedule B hereto and the improvements located thereon, commonly known as Wayne Nursing and Rehabilitation Center located in Wayne, Pennsylvania.

“Tenant” means Jefferson Extended Care, Inc., a Pennsylvania nonstock corporation, as the tenant and facility operator under the Facility Lease, and any other Person who becomes the tenant and/or facility operator under the Facility Lease in accordance with the terms thereof and, during the Covered Period, in compliance with any applicable terms of the Loan Documents (or, if not in compliance with any such applicable terms, then with the consent of the Lender).

“Treasury Regulations” means the income tax regulations promulgated under the Code by the Department of the Treasury.

v

APPENDIX II

PERCENTAGE INTEREST

[INTENTIONALLY OMITTED]

SCHEDULE A

NAMES, ADDRESSES AND CAPITAL CONTRIBUTIONS

[INTENTIONALLY OMITTED]

SCHEDULE B

PROPERTY

[INTENTIONALLY OMITTED]

EX-3.32.4

Exhibit 3.32.4

AMENDMENT TO AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF ET SUB-WAYNE I LIMITED PARTNERSHIP, L.L.P.

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”).

W I T N E S S E T H :

WHEREAS, ET SUB-WAYNE I LIMITED PARTNERSHIP, L.L.P., a Virginia limited liability partnership (the “Limited Partnership”), was formed pursuant to that certain Certificate of Limited Partnership dated as of January 16, 1998, filed with the Virginia State Corporation Commission (the “Commission”) on January 20, 1998, as amended, the Statement of Registration as a Registered Limited Liability Partnership, dated as of January 16, 1998, filed with the Commission on January 20, 1998, and that certain Agreement of Limited Partnership of the Limited Partnership, dated as if January 30, 1998, between ET GENPAR, L.L.C., a Delaware limited liability company, and the Limited Partner, as amended and restated by the Amended and Restated Agreement of Limited Partnership of the Limited Partnership, dated as of November 24, 1999, entered into by and between the Limited Partner and the General Partner (the “Agreement”); and

WHEREAS, the Partners desire to amend the Agreement pursuant to Section 23 thereof.

NOW, THEREFORE, the Agreement is hereby amended as follows:

1. Section 2 of the Agreement hereby is deleted in its entirety and, in lieu thereof, is inserted the following: “The Partnership is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Partnership is, engaging in any lawful act or activity for which limited partnerships may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.”

2. The first sentence of Section 23 of the Agreement hereby is amended to delete the word “Partner” and, in lieu thereof, insert the words “General Partner.”

3. Except as amended herein, the Agreement is hereby confirmed and shall remain in full force and effect.

4. All defined terms used in this Amendment shall have the meanings given them in the Agreement, unless otherwise defined in this Amendment.

IN WITNESS WHEREOF, the undersigned has executed this Amendment, or has caused this Amendment to be executed, as of the date first written above.

GENERAL PARTNER:
ET WAYNE FINANCE, L.L.C.
By:	/s/ T. Richard Riney
Name:	T. Richard Riney
Title:	Secretary
LIMITED PARTNER:
ELDERTRUST OPERATING LIMITED PARTNERSHIP
By:	ELDERTRUST, its general partner
	By:	/s/ T. Richard Riney
	Name:	T. Richard Riney
	Title:	Secretary

EX-3.33.1

Exhibit 3.33.1

CERTIFICATE OF FORMATION

OF

ET WAYNE FINANCE, L.L.C.

1. NAME

The name of the limited liability company is ET Wayne Finance, L.L.C. (the “LLC”).

2. REGISTERED OFFICE AND AGENT

The address of the LLC’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the LLC’s registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of ET Wayne Finance, L.L.C. this 1st day of November, 1999.

By:	/s/ D. Lee McCreary
	D. Lee McCreary
	Authorized Person

EX-3.33.2

Exhibit 3.33.2

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

ET WAYNE FINANCE, L.L.C.

This Limited Liability Company Operating Agreement of ET WAYNE FINANCE, L.L.C. (this “Agreement”), dated as of November 24, 1999, is entered into by and between ET WAYNE FINANCE, L.L.C., a Delaware limited liability company (the “Company”) and ELDERTRUST OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership, its sole equity member (the “Equity Member”).

R E C I T A L S:

WHEREAS, the Company was formed under the Delaware Limited Liability Company Act, as amended (the “Act”), by the filing of a certificate of formation with the Secretary of State of the State of Delaware on November 1, 1999;

WHEREAS, ET Genpar L.L.C., a Delaware limited liability company, is the general partner (the “General Partner”) of ET Sub-Wayne I Limited Partnership, L.L.P., a Virginia limited liability partnership (the “Partnership”);

WHEREAS, pursuant to that certain Assignment and Assumption of Partnership Interest and Consent among the Company, the Equity Member and the General Partner dated as of even date herewith, the General Partner is assigning, and the Company is assuming, all of the General Partner’s right, title and interest as general partner in the Partnership;

WHEREAS, the parties hereto desire to enter into this Agreement for the purpose of setting forth the rights and obligations of, the relationships among, and certain other provisions governing the conduct of the affairs of, the Members (as defined below), the Managers (as defined below), and the Company; and

WHEREAS, certain capitalized terms used herein shall have the meanings ascribed thereto in Article XIV.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, hereby agree as follows:

ARTICLE I

ORGANIZATIONAL AND OTHER MATTERS

SECTION 1.01. Formation; Admission. By its execution and delivery of this Agreement, the Equity Member hereby ratifies the formation of the Company under the provisions of the Act pursuant to the filing of the certificate of formation with the Secretary of State of the State of Delaware and confirms its admission to the Company as the initial Member.

SECTION 1.02. Name. The name of the Company shall be ET Wayne Finance, L.L.C., and the business of the Company shall be conducted under such name.

SECTION 1.03. Principal Place of Business. The principal place of business and the principal office of the Company shall be located at 101 East State Street, Suite 101, Kennett Square, Pennsylvania 19348. The Company may have such other or additional offices, either within or without the State of Delaware, as the Managers or officers of the Company shall deem advisable.

SECTION 1.04. Registered Office and Agent. The street address of the initial registered office of the Company shall be 1209 Orange Street, Wilmington, Delaware 19805, and the Company’s registered agent at such address shall be The Corporation Trust Company. The registered office and the registered agent of the Company may be changed by the Board of Managers from time to time in accordance with the then applicable provisions of the Act and any other applicable laws.

ARTICLE II

PURPOSE AND POWERS

SECTION 2.01. Purpose of the Company. The sole purposes of the Company are (i) to act as the general partner of the Partnership; (ii) to exercise all rights and powers, and undertake, be liable for and perform all duties, liabilities and obligations, of the Company under any agreement or instrument to which the Company is or may become a party, or by which its properties or assets may be bound, as contemplated by the Loan Documents or in connection with the performance of its obligations thereunder, or under any applicable law or regulation; and (iii) to engage in any and all activities incident to the foregoing. The Company shall not engage in any business, and shall have no purpose, unrelated to the foregoing.

SECTION 2.02. Powers of the Company. In order to carry out its purposes, the Company shall have and be authorized to exercise all powers conferred by the Act and any other applicable law as in effect from time to time, and shall be empowered and authorized to engage in such lawful acts and activities, as may, in the judgment of the Managers, be necessary or convenient to carry out, promote or attain the purposes set forth in Section 2.01.

SECTION 2.03. Right to Rely on Managers. Any Person dealing with the Company shall be entitled to rely (without further duty of inquiry) upon a certificate signed by any Manager or officer of the Company, as to:

(a) the identity of any Manager, Member, or officer;

(b) the existence or nonexistence of any fact or facts that constitute a condition precedent to acts on behalf of the Company by any Member, Manager or officer or that are in any other manner germane to the affairs of the Company;

(c) the Persons who are authorized to execute and deliver any instrument or document of the Company; or

(d) any other matter whatsoever involving the Company or any Member.

SECTION 2.04. Qualification in Additional Jurisdictions. The Company shall be qualified to do business and maintain its good standing in any jurisdiction in which such qualification is necessary or in which it is deemed desirable by the Managers in carrying out the Company’s business, and pursuant thereto the Managers are authorized to appoint a registered agent and establish a registered office in such jurisdiction to cause the Company to operate in such jurisdiction under another name selected by the Managers, in compliance with the assumed name statute of such jurisdiction, if the Company is not allowed under the laws of the jurisdiction to operate under the name “ET Wayne Finance, L.L.C.”

ARTICLE III

MEMBERS

SECTION 3.01. Classes of Members. There shall be two classes of Members of the Company, as follows:

(a) Equity Member. The Equity Member shall be the only Member with an interest in the profits, losses, distributions and capital of the Company. The Equity Member shall have the right to elect and remove the Managers, subject to the provisions of Section 5.03 relating to the removal of, and election of a replacement for, the Independent Manager. Except for the rights specifically granted herein to the Independent Member and as may be expressly required by law, the Equity Member shall be the only Member with any voting rights.

(b) Independent Member. During the Covered Period, the Company shall have an Independent Member. The Independent Member shall be the same Person as the Independent Manager and shall satisfy the requirements for being an Independent Manager set forth in the definition thereof. The Independent Member, as such, shall have no interest in the profits, losses, distributions or capital of the Company. The Independent Member shall be entitled to vote on (i) the granting of consent to a Member with respect to a voluntary or involuntary bankruptcy, insolvency, or other proceeding described in Section 18-304(a) or (b) of the Act; (ii) subject to the provisions of Section 8.01 hereof, the dissolution of the Company following the death, retirement, resignation, expulsion, bankruptcy, or dissolution of a Member, and (iii) such other matters, if any, as may be expressly set forth in this Agreement. At such time as the Company is no longer required to have an Independent Manager pursuant to the terms of this Agreement, then the Independent Member shall no longer be a Member. The Independent Member, as such, shall have no other voting rights. During any period when the Company does not have (and is required under this Section 3.01(b) to have) an Independent Member, the Company shall not take any action requiring the vote or consent of the Independent Member under this Agreement.

SECTION 3.02. Voting. On any matter upon which the Independent Member shall be entitled to vote or grant consent, approval of such matter by the Members shall require the affirmative vote or consent of the Independent Member, and, if the Equity Member is entitled to vote thereon, the Equity Member.

SECTION 3.03. Capital Contributions. Concurrently with or prior to the execution of this Agreement, the Equity Member has made initial contributions to the capital of the Company. The Equity Member shall not be required to make any additional contributions to the capital of the Company. The Equity Member shall be entitled, upon the request of the Company, in its sole discretion, to contribute additional capital to the Company, on such terms as the Board of Managers may determine. No interest shall accrue on any contribution and the Equity Member shall expressly have no right to withdraw or be repaid or receive any return on any contribution, except in each case as expressly provided in this Agreement. The Independent Member shall not be required to make any contribution to the capital of the Company.

SECTION 3.04. Resignation. The Equity Member shall not be entitled to resign or withdraw from the Company prior to the dissolution and winding up of the Company, unless it shall have transferred all of its interest in the Company to one or more other Persons in accordance with this Agreement and such Person or Persons shall have been admitted as an Equity Member in accordance with this Agreement. The Independent Member shall be entitled to resign only if he or she concurrently is resigning, or is removed, from his or her position as Independent Manager, and the resignation of the Independent Member shall be effective, without any further action by the Independent Member, upon the replacement of such Person assuming the position of Independent Manager, whereupon such replacement shall become the Independent Member.

SECTION 3.05. Federal Income Tax Characterization. For federal income tax purposes, the Company shall be deemed to have a single “member” (as such term is used in the regulations under Section 7701 of the Internal Revenue Code of 1986, as amended) and is intended to be disregarded as a separate entity for federal income tax purposes (and solely for such purposes) pursuant to such Section 7701 and the regulations thereunder.

SECTION 3.06. Duties Among Members. In exercising voting and other rights under this Agreement, no Member (i) shall have any fiduciary duty to the Company or any other Member or (ii) shall be liable for (or otherwise prevented from) exercising such rights in a manner that solely benefits its economic and business interests, without regard to the interests of the Company or the other Members. However, the Members shall be entitled to, and the Independent Member shall be required to, consider the interests of creditors of the Company in exercising voting and other rights under this Agreement or taking any other limited liability company action.

SECTION 3.07. Other Equity Member Activities. The Members acknowledge and understand that the Equity Member and/or one or more of its Affiliates has heretofore engaged and will hereafter engage in business activities which may be the same as or similar to and may compete with the Company’s business (“Other Similar Activities”). Each of the Members hereby agrees that: (a) nothing in this Agreement or in the business relationship between the Members established hereunder shall be deemed to prohibit the Equity Member or its Affiliates from engaging in such Other Similar Activities, and (b) nothing in this Agreement or in the business relationship between the Members established hereunder shall be construed so as to grant to the Independent Member any right, privilege or option to participate in any manner in such Other Similar Activities conducted by the Equity Member or its Affiliates.

ARTICLE IV

DISTRIBUTIONS

SECTION 4.01. Distributions. The Managers from time to time may determine the amount of cash and other property of the Company that is reasonably necessary for the operation of the Company and that is available for distribution to the Equity Member and, in their discretion, may cause the Company to distribute such cash and property to the Equity Member, subject to any limitations imposed by the Act and by the Mortgage and any other contractual obligations of the Company.

ARTICLE V

MANAGEMENT OF THE COMPANY

SECTION 5.01. Management. The business and affairs of the Company shall be managed by its Board of Managers. Subject to any nonwaivable provisions of applicable law and compliance with any provisions of this Agreement requiring the approval of one or more Members, the Board of Managers shall have full and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

SECTION 5.02. Number, Tenure and Qualifications of Managers. The Company initially shall have three Managers comprising the “Board of Managers.” The number of Managers that will comprise the entire Board of Managers shall be fixed from time to time by the Equity Member, but in no instance shall there be less than one Manager (in addition to any Independent Manager) and during the Covered Period, the Board of Managers shall include an Independent Manager. Subject to the provisions of Section 5.03 below, the Equity Member may remove any of the Managers at any time and from time to time, with or without cause, and may designate a person to serve as a successor Manager in the event of the death, incapacity, resignation or removal of a Manager. Each person appointed to serve as a Manager shall serve until a successor Manager is appointed as provided hereunder or until such person’s earlier death, resignation, incapacitation or removal.

SECTION 5.03. Independent Manager. During the Covered Period: (i) the Board of Managers shall include one Independent Manager; (ii) the Independent Manager may not be removed other than by the unanimous vote of the Executive Committee for cause; and (iii) if the Independent Manager should resign or be removed, the Executive Committee shall appoint another Person as Independent Manager as promptly as possible; provided that, during any interim period when the Company does not have (but is required under this Section 5.03 to have) an Independent Manager, the Company shall not take any action expressly requiring the vote or consent of the Independent Manager under this Agreement. The Independent Manager shall not voluntarily resign until such time as a replacement has been selected and taken office. In connection with any vote or other act or omission to vote or other act by the Independent Manager under this Agreement or otherwise, the Independent Manager shall owe a fiduciary duty to the Members solely to the extent required by the Act and other applicable law and shall also owe a fiduciary duty to the Company as whole, including but not limited to the creditors of the Company.

SECTION 5.04. Initial Managers. The initial Executive Managers shall be D. Lee McCreary and Stephan P. Seifred, and the initial Independent Manager, who shall assume office upon the commencement of the term of the Mortgage, shall be ET Wayne Finance, Inc., a Delaware corporation.

SECTION 5.05. Executive Committee. The Managers other than the Independent Manager shall constitute the Executive Managers of the Company (the “Executive Managers”). The Executive Managers, acting as a committee of the Board of Managers (the “Executive Committee”), shall exercise all of the right, power and authority vested in the Board of Managers by this Agreement or the Act to manage, operate, and control the business and affairs of the Company, other than with respect to actions by the Company for which this Agreement expressly requires the consent or approval of the Independent Manager or one or more Members. The term Managers as used herein shall be deemed to mean the Executive Managers unless the provision of this Agreement containing such term expressly requires the consent or approval of the Independent Manager.

SECTION 5.06. Meetings. Meetings of the Board of Managers or the Executive Committee may be called by any Manager entitled to participate in the meeting or the President, and shall be called by the President upon the request of the Equity Member, upon two (2) days’ notice in writing or by telephone to all Managers entitled to participate in the meeting in writing or by telephone. Meetings may be held by telephone or any other communication by means of which all participating Managers can simultaneously hear each other during the meeting.

SECTION 5.07. Quorum. No action may be taken at a meeting of the Board of Managers or the Executive Committee unless a quorum consisting of a majority of Managers entitled to participate in the meeting is present.

SECTION 5.08. Required Vote: Voting Rights. Except where a greater percentage is expressly required by this Agreement, to be approved, any action by the Board of Managers or the Executive Committee taken at a meeting must be approved by the affirmative vote of Managers with a majority of the votes cast at a meeting at which a quorum exists and, with respect to actions for which this Agreement expressly requires the vote or consent of the Independent Manager, the vote of the Independent Manager. Each Manager present at a meeting and entitled to participate in such meeting shall be entitled to one vote with respect to any action.

SECTION 5.09. Action by Written Consent. Any action to be taken by the Board of Managers or the Executive Committee may be taken without a meeting if consents in writing setting forth the action so taken are signed by the Managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting.

SECTION 5.10. Interests of Certain Persons. The Managers shall be required, in the exercise of their reasonable business judgment, to consider the interest of the creditors of the Company in taking all action on behalf of the Company.

SECTION 5.11. Compensation of Managers. The Managers shall be reimbursed for all reasonable expenses incurred in connection with the performance of their duties as Managers. In addition, the Independent Manager shall be entitled to reasonable compensation, in an amount determined from time to time by the Executive Committee.

SECTION 5.12. Members Not Agents. The Members shall have no authority to act in the name of and for the Company solely by virtue of being a member of the Company.

SECTION 5.13. Limitation on Authority. During the Covered Period, the Company shall not, and the Managers shall not permit the Company to, incur, create or assume any debt, secured or unsecured, direct or contingent or guarantee or have any consensual contingent obligation for the obligations of any other Person, except for obligations under or permitted under the Mortgage (provided, that this provision shall not be deemed to prohibit customary joint and several obligations between the Company and any other entity constituting a borrower under the Loan Documents or whose property or assets have been pledged to secure obligations under the Loan Documents, indemnification and contribution agreements by the Company and its Affiliates entered into under this Agreement or commercially reasonable indemnification obligations incurred in the ordinary course of business of the Company).

ARTICLE VI

OFFICERS

SECTION 6.01. Number, Qualifications; Election and Term of Office.

(a) The officers of the Company shall consist, at a minimum, of a President, a Secretary, a Treasurer, and such number of Vice Presidents as the Board of Managers may from time to time deem advisable. Any two or more offices may be held by the same person.

(b) The officers of the Company shall be elected by the Board of Managers. Each officer shall hold office until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal.

SECTION 6.02. Initial Officers. The initial officers of the Company shall be as follows:

D. Lee McCreary	President, Secretary and Treasurer
Stephan P. Seifred	Vice President
Kevin Smith	Assistant Secretary

SECTION 6.03. Resignation. Any officer may resign at any time by giving written notice of such resignation to the Board of Managers or to the President or the Secretary. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Managers or by such officer and the acceptance of such resignation shall not be necessary to make it effective.

SECTION 6.04. Removal. Any officer may be removed, either with or without cause, and a successor elected, by a majority vote of the Board of Managers. The officers and agents appointed in accordance with the provisions of Section 6.10 may be removed, either with or without cause, by a majority vote of the Board of Managers or by any superior officer or agent upon whom such power of removal shall have been conferred by the Board of Managers.

SECTION 6.05. Vacancies. A vacancy in any office specifically designated in Section 6.01 by reason of death, resignation, inability to act, removal or any other cause shall be

filled by a majority vote of the Board of Managers. In the case of a vacancy occurring in the office of an officer or agent appointed in accordance with the provisions of Section 6.10, such vacancy may be filled by vote of the Board of Managers or by any officer or agent upon whom such power shall have been conferred by the Board of Managers.

SECTION 6.06. President. The President of the Company, subject to the direction of the Board of Managers, shall have general charge of the day-to-day operations, business, affairs and property of the Company and general supervision over its officers and agents. In general, he or she shall perform all duties incident to the office of President and chief operating officer and shall see that all orders and resolutions of the Board of Managers are carried into effect.

SECTION 6.07. Vice-Presidents. During the absence or disability of the President, the Vice-President(s) and, if there be more than one, in such order of seniority as may be determined by the President, shall exercise all the functions of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice-President shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Board of Managers.

SECTION 6.08. Secretary. The Secretary shall:

(a) record all the proceedings of the Members, the Board of Managers, and the Executive Committee in a book to be kept for that purpose;

(b) cause all notices to be duly given in accordance with the provisions of this Agreement and as required by statute;

(c) be custodian of the records and of the Company;

(d) see that the books, reports, statements, certificates and all other documents and records of the Company required by statute or this Agreement are properly kept and filed; and

(e) in general, perform all duties incident to the office of Secretary and such other duties as are given to him or her by this Agreement or as from time to time may be assigned to him or her by the Board of Managers or the President.

SECTION 6.09. Treasurer. The Treasurer shall:

(a) have charge of and supervision over and be responsible for the funds, securities, receipts and disbursements of the Company;

(b) cause the moneys and other valuable effects of the Company to be deposited in the name and to the credit of the Company in such banks or trust companies as the Board of Managers may select or may be required by the Mortgage or as may be selected by any officer or officers or agent or agents authorized so to do by the Board of Managers;

(c) cause the funds of the Company to be disbursed by checks or drafts, with such signatures as may be authorized by the Board of Managers, upon the authorized depositories of the Company, and cause to be taken and preserved proper vouchers for all moneys disbursed;

(d) render to the President or the Board of Managers whenever requested a statement of the financial condition of the Company and of all his or her transactions as Treasurer;

(e) keep the books of account of all the business and transactions of the Company;

(f) be empowered to require from all officers or agents of the Company reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Company; and

(g) in general, perform all duties incident to the office of Treasurer and such other duties as are given to him or her by this Agreement or as from time to time may be assigned to him or her by the Board of Managers or the President.

SECTION 6.10. Subordinate Officers and Agents. The Board of Managers may from time to time appoint such other officers and agents, or may authorize any officer designated in Section 6.01 to appoint such other officers and agents, as it may deem necessary or advisable, to hold office for such period, have such authority and perform such duties as the Board of Managers, or such other officers, may from time to time determine.

SECTION 6.11. Execution of Instruments. All checks, drafts, bills of exchange, acceptances, bonds, endorsements, notes or other obligations or evidences of indebtedness of the Company, and all deeds, mortgages, indentures, bills of sale, conveyances, endorsements, assignments, transfers stock powers or other instruments of transfer, contracts, agreements, dividend or other orders, powers of attorney, proxies, waivers, consents, returns, reports, certificates, demands, notices or documents, and other instruments or rights of any nature may be signed, executed, verified, acknowledged and delivered by the President, any Vice President, the Treasurer or such other officer or officers or such other person or persons (whether or not officers, agents or employees of the Company) as the Board of Managers may from time to time designate.

SECTION 6.12. Compensation. The salaries or other compensation, if any, of the officers shall be fixed from time to time by the Board of Managers and no officer shall be prevented from receiving such salary or any compensation by reason of the fact that he or she is also a Manager of the Company. The Board of Managers may delegate to any officer or agent the power to fix from time to time the salaries or other compensation, if any, of officers or agents appointed in accordance with the provisions of Section 6.10.

ARTICLE VII

LIMITATION ON LIABILITY; INDEMNIFICATION

SECTION 7.01. Limitation on Liability. The debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company. None of the Members, the Managers, or any stockholders, directors, partners, officers, agents or employees of any Member or the Company, shall be obligated personally for any debt, obligation, or liability of the Company solely by reason of his, her, or its status as such Member, Manager, stockholder, director, partner, officer, agent or employee. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Act or

this Agreement shall not be grounds for imposing personal liability on the Members, the Managers, or any stockholder, director, partner, officer, agent or employee of any Member or the Company for liabilities of the Company.

SECTION 7.02. Indemnification.

(a) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed by such Covered Person to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(b) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

(c) To the extent that, at law or in equity, a Covered Person has duties (which may include fiduciary duties) and liabilities relating thereto to the Company or any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the Covered Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person.

(d) The Company shall indemnify and hold harmless each Covered Person, to the fullest extent permitted by applicable law, for any loss, damage or claim incurred by such Covered Person, including reasonable attorney’s fees incurred in connection therewith, by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed by such Covered Person to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this subsection (d) shall be provided out of and to the extent of Company assets only, after payment of all amounts then due and owing under the Loan Documents, and no Covered Person shall have any personal liability on account thereof.

(e) The Company shall purchase and maintain insurance, to the extent and in such amounts as the Managers determine to be commercially reasonable, on behalf of Covered Persons and such other Persons as the Managers shall determine, against any liability that may be asserted against or expense that may be incurred by any such Covered Person or other indemnitee in connection with the activities of the Company or such indemnitees. The Company may enter into indemnity contracts with Covered Persons or other indemnitees and adopt written

procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations and containing such other procedures regarding indemnification as are appropriate.

(f) The Company may (and, in the case of the Independent Member and the Independent Manager, shall) advance expenses (including attorneys’ fees) incurred by an Indemnitee in advance of the final disposition of an action, suit, or proceeding upon the receipt of an undertaking by or on behalf of the Covered Person to repay such amount if it shall ultimately be determined that such Covered Person is not entitled to indemnification under this Article 7.

ARTICLE VIII

DISSOLUTION AND LIQUIDATION

SECTION 8.01. The Company shall dissolve, and its affairs shall be wound up, solely upon the first to occur of the following, unless the Members eligible to vote elect to continue the Company to the extent permitted under the Act:

(a) July 31, 2096;

(b) at the time specified in a written consent of the Equity Member, provided that the Company shall not be dissolved during the Covered Period;

(c) at any time that there are no remaining Members, provided that the Company shall not be dissolved and is not required to be wound up if, within 90 days after the occurrence of the event that terminated the continued membership of the last remaining Member, (i) the personal representative of the last remaining Member agrees in writing to continue the Company and to the admission of the personal representative of such Member or its nominee or designee to the Company as a Member, effective as of the occurrence of the event that terminated the continued membership of the last remaining Member, or (ii) the Managers, by a unanimous vote (including the Independent Manager during the Covered Period), elect to continue the Company and designate a Person as a Member (with or without an equity interest) of the Company; or

(d) at the time specified in a decree of judicial dissolution under the Act.

The death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member shall not cause the Company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the Company shall be continued without dissolution, unless, within 90 days following the occurrence of such event, all Members eligible to vote agree in writing to dissolve the Company; provided, however, that during the Covered Period, the Company shall not be dissolved upon the occurrence of any such event.

The foregoing constitute the only events upon which the Company shall be dissolved and its affairs wound up, notwithstanding any provisions of the Act.

The events of bankruptcy of a Member described in Sections 18-304(a) and (b) of the Act shall not cause such Member to cease to be a Member of the Company, and upon the occurrence of such an event, the business of the Company shall be continued without dissolution

SECTION 8.02. Upon the dissolution of the Company, unless its business is continued as provided in the Act, the Managers shall wind up the affairs of the Company.

SECTION 8.03. Upon the winding up and termination of the Company in accordance with the Act, the assets of the Company shall be distributed in the following order:

(i) First, to the payment of the debts and liabilities of the Company (excluding any loans or advances made by any of the Members (or Affiliates of the Equity Member) to the Company and the expenses of liquidation;

(ii) Second, to the creation of any reserves which the Managers deem reasonably necessary for the payment of any contingent or unforeseen liabilities or obligations of the Company or Members (to the extent the Company is liable therefor) arising out of or in connection with the business and operation of the Company;

(iii) Third, to the payment of any loans or advances made by any of the Members to the Company; and

(iv) Thereafter, to the Equity Member.

SECTION 8.04. When all debts, liabilities, and obligations of the Company have been paid and discharged, or adequate provisions have been made therefor and all remaining property and assets of the Company have been distributed to the Equity Member, a certificate of cancellation shall be prepared, executed, and filed in accordance with the Act.

ARTICLE IX

TRANSFER OF MEMBERSHIP INTERESTS

SECTION 9.01. Interest of Equity Member. The Equity Member shall not assign or transfer all of its membership interests in the Company at any time to any Person without the written consent of the other Members, provided that the Equity Member may assign or transfer all of its. membership interests in the Company to any Qualified Affiliate (subject to the limitations contained in Section 9.03).

SECTION 9.02. Interest of Independent Member. The Independent Member shall not have any right to assign or transfer its membership interest or rights as an Independent Member. Such membership interest and rights shall be exercised solely through the Person who is the Independent Manager from time to time.

SECTION 9.03. Notwithstanding anything to the contrary contained herein, during the Covered Period, no direct or indirect transfer of an equity membership interest in the Company may be made (i) such that the transferee owns, in the aggregate with the equity membership interests of its Affiliates and family members, more than a 49% equity interest in the Company or (ii) that would violate any provision of the Mortgage, unless such transfer is

approved by the Lender, conditioned upon the delivery of an acceptable non-consolidation opinion and upon confirmation from the applicable rating agencies that such a transfer will not result in a qualification, withdrawal or downgrade of any rating assigned to any outstanding mortgage-backed securities relating to the Mortgage; provided, however, that the foregoing provisions of this Section 9.03 shall not apply to any indirect transfer of an equity membership interest in the Company resulting from the transfer of stock or other ownership interests in, or a merger, consolidation or other business combination involving, (i) any direct or indirect owner of an equity membership interest in the Company whose stock or other ownership interests are traded on a national securities exchange, or (ii) any direct or indirect owner of stock or ownership interests in an entity referred to in clause (i) of this proviso.

ARTICLE X

SEPARATENESS REQUIREMENTS

SECTION 10.01. Notwithstanding anything to the contrary contained herein, during the Covered Period, the Company and each Member agree that the Company, will:

(a) maintain its books and records and bank accounts separate from those of any other Person (except that, for accounting and reporting purposes, the Company may be included in the consolidated financial statements of an equity owner of the Company in accordance with GAAP);

(b) maintain an arm’s length relationship with its Members, other Affiliates and any other party furnishing services to it;

(c) maintain its books, records, resolutions and agreements as official records;

(d) conduct its business in its own name and through its own authorized officers;

(e) prepare and maintain its financial statements, accounting records and other entity documents separate from those of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (a) above);

(f) except as contemplated under the Loan Documents and under the provisions of paragraph (h) below, pay its own liabilities out of its own funds and assets;

(g) observe all limited liability company formalities necessary to maintain its identity as an entity separate and distinct from the Equity Member and all of its other Affiliates;

(h) participate in the fair and reasonable allocation, and pay its share, of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities;

(i) use its own stationery, invoices and checks (except when acting in a representative capacity, in which event such capacity shall be disclosed);

(j) hold and identify itself as a separate and distinct entity under its own name and not as a division or part of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (a) above);

(k) except as may otherwise be contemplated by the Loan Documents, deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name;

(l) hold its assets in its own name, except as contemplated under the Loan Documents;

(m) maintain a sufficient number of employees (which may be zero) for its contemplated business and pay the salaries of such employees from its own funds; and

(n) maintain adequate capital for the conduct of its business.

SECTION 10.02. Notwithstanding anything to the contrary contained herein, during the Covered Period, the Company, and each Member agrees that the Company, will not:

(a) seek or consent to any dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its assets;

(b) fail to correct any known misunderstanding regarding its separate identity;

(c) except as otherwise contemplated under the Loan Documents, commingle its funds or other assets with those of any other Person;

(d) assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person, except as otherwise contemplated or permitted by the Loan Documents (provided, that this provision shall not be deemed to prohibit indemnification and contribution agreements by the Company and its Affiliates entered into under this Agreement or the Loan Documents or (to the extent permitted or not prohibited under the Loan Documents) commercially reasonable indemnification obligations incurred in the ordinary course of business of the Company);

(e) acquire obligations or securities of its Members;

(f) pledge any of its assets for the benefit of any other Person, except as otherwise contemplated or permitted by the Loan Documents;

(g) make any loans to any other Person, or buy or hold evidence of indebtedness issued by any other Person (except as provided in the Loan Documents);

(h) identify its Members or any of its Affiliates as a division or part of it (except for inclusion in consolidated financial statements of an equity owner);

(i) engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity;

(j) engage in any business activity or operate for any purpose other than as stated in Section 2.01 of this Agreement;

(k) have or create any subsidiaries, or hold any equity interest in any other Person (except to the extent permitted under the Loan Documents and except for the general partner interest held by the Company in the Partnership); or

(l) fail to file separate federal or state income tax returns, if required by applicable law.

SECTION 10.03. Notwithstanding anything to the contrary contained herein, during the Covered Period, each Equity Member will:

(a) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Company and all of its other Affiliates;

(b) hold itself out as a separate and distinct entity from, the Company and not identify the Company as a division of the Equity Member;

(c) maintain its books and records and bank accounts separate from any other Person (except that, for accounting and reporting purposes, the Equity Member may be included in the consolidated financial statements of an equity owner of the Equity Member in accordance with GAAP); and

(d) hold its assets in its own name.

ARTICLE XI

SPECIAL VOTING MATTERS

SECTION 11.01. Sale, Consolidation, Merger. Subject to the provisions of Section 10.02(a) hereof, the Company shall not, without the approval of the Equity Member, consolidate, merge or sell all or substantially all of its assets.

SECTION 11.02. Bankruptcy. The Company shall not, without the approval of the Equity Member and the affirmative vote of all the Managers, including (during the Covered Period) the affirmative vote of the Independent Member and the Independent Manager (which shall be granted only if such action is approved by the Independent Director), institute proceedings for the Company to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company, or file a petition with respect to the Company or consent to a petition with respect to the Company seeking reorganization or relief under any applicable Federal or state laws relating to bankruptcy or insolvency, or appoint or consent to the appointment of receiver, liquidator, custodian, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its properties, or make any assignment for the benefit of creditors, or except as required by law, admit in writing the inability to pay its debts generally as they become due, or take any action as a limited liability company in furtherance of any such action.

ARTICLE XII

AMENDMENT

SECTION 12.01. This Agreement may be amended or modified by a written instrument executed by the Equity Member. Notwithstanding the foregoing, during the Covered Period, the provisions of Sections 2.01, 3.01(b), 3.02, 3.03 (last sentence), 3.04, 3.06, 5.02, 5.03, 5.08, 5.10, 5.11 (second sentence), 5.13, 8.01, 9.01, 9.02, 9.03, 10.01, 10.02, 10.03, 11.01, 11.02, and this Section 12.01, and the definitions set forth in Article XIV of the defined terms used in the foregoing provisions, shall not be amended without the written consent of the Lender, and only upon confirmation from the applicable rating agencies that such amendment will not result in a qualification, withdrawal or downgrade of any rating assigned to any mortgage-backed securities relating to the Mortgage.

ARTICLE XIII

MISCELLANEOUS

SECTION 13.01. Enforceability. If any provision of this Agreement or the application thereof to any Person or circumstances shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other Persons or circumstances shall not be affected thereby and shall enforced to the greatest extent permitted by law.

SECTION 13.02. Effect of Provisions Inconsistent with Act. It is the intention of the parties that any provision hereof that is inconsistent with the provisions of the Act be given effect to the maximum extent permitted under the Act.

SECTION 13.03. Binding Effect. The terms and provisions of this Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Members.

SECTION 13.04. Governing Law. The terms and provisions of this Agreement shall be construed under the laws of the State of Delaware and the Act as now adopted or as it may be hereafter amended shall govern the interpretation of this Agreement.

SECTION 13.05. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

SECTION 13.06. Entire Agreement. This Agreement, unless subsequently amended, contains the final and entire agreement among the parties hereto, but only with respect to the subject matter addressed herein.

SECTION 13.07. Approvals. In the event that a Member (including the Independent Member) having a right to vote (or consent) takes no action within ten business days (or, if a time is specified in this Agreement, then within such specified time)subsequent to receipt of the documents or agreements subject to said approval (or consent), the approval (or consent) of said Member shall be deemed not to have been given.

SECTION 13.08. Effect of Consent or Waiver. No consent or waiver, express or implied, by any Member to or of any breach or default by any other Member in the performance by such other Member of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default by such other Member in the performance by such other Member of the same or any other obligations of such Member hereunder. Failure on the part of any Member to object to or complain of any act or failure to act of any of the other Members or to declare any of the other Members in default, irrespective of how long such failure continues, shall not constitute a waiver by any such Member of its rights hereunder.

SECTION 13.09. No Third Party Beneficiaries. The provisions of this Agreement shall not be for the benefit of, nor shall they be enforceable by, any Person who is not a party to this Agreement.

SECTION 13.10. No Partnership Intended for Non-Tax Purposes. The Members have formed the Company under the Act, and expressly do not intend hereby to form a partnership under either the Delaware General Partnership Act nor the Delaware Revised Uniform Limited Partnership Act. The Members do not intend to be partners one to another, or partners as to any third party. To the extent any Member, by word or action, represents to another Person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall be liable to any other Member who incurs personal liability by reason of such wrongful representation.

SECTION 13.11. Notices. Any Notice, demand, request or communication to the Members required to be given, served or sent pursuant to this Agreement shall be in writing and shall be mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, or transmitted by hand delivery (including delivery by courier a nationally recognized commercial delivery service), telegram, telex or facsimile transmission, addressed as follows:

If to Equity Member:

101 East State Street

Suite 101

Kennett Square, Pennsylvania 19348

Attn: D. Lee McCreary

If to Independent Member: to the address provided by the Independent Member to the Company.

Each party may designate by Notice in writing a new address to which any Notice, demand, request or communication may thereafter be so given, served or sent. Each Notice, demand, request, or communication which shall be mailed, delivered or transmitted in the manner described above shall be deemed sufficiently given, served, sent and received for all purposes at such time as it is delivered to the addressee (with the return receipt, delivery receipt, the affidavit of messenger or (with respect to a telex) the answer back being deemed conclusive (but not exclusive) evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

SECTION 13.12. References. References herein to the singular shall include the plural and to the plural shall include the singular, and references to one gender shall include the others, except where the same shall not be appropriate.

SECTION 13.13. Titles and Captions. Article and section titles or captions contained in this Agreement are for convenience only and shall not be deemed a part of the content of this Agreement.

SECTION 13.14. Jurisdiction and Service of Process. Each of the Members hereby irrevocably submits to the exclusive jurisdiction of any state court located in the city of Wilmington, Delaware and any federal court in the state of Delaware and any other court with jurisdiction to hear appeals from such courts for the purposes of any suit, action or other proceeding of any type whatsoever arising solely out of this Agreement, and to the extent permitted by applicable law, hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

ARTICLE XIV

DEFINITIONS

As used herein, the following capitalized terms have the meanings set forth below:

“Act” means the Delaware Limited Liability Company Act, as it may be amended from time to time.

“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person.

“Agreement” has the meaning ascribed thereto in the Preamble.

“Board of Managers” has the meaning ascribed thereto in Section 5.02.

“Company” has the meaning ascribed thereto in the Preamble.

“control” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Covered Period” means that period of time commencing on the Effective Date and ending at such time as the Debt under the Mortgage shall be paid in full.

“Covered Person” means any Manager (including the Independent Manager), any Member (including the Independent Member), any Affiliate of any Member, or any officers, directors, shareholders, partners, employees, trustees, representatives or agents of the Company, any Member or any Affiliates thereof, and each of their successors, assigns, heirs and representatives.

“Debt” has the meaning ascribed to it in the Mortgage.

“Effective Date” means the date on which the Mortgage becomes effective.

“ElderTrust” means ElderTrust, a Maryland real estate investment trust.

“Equity Member” has the meaning ascribed thereto in Section 3.01(a).

“Executive Committee” has the meaning ascribed thereto in Section 5.05.

“GAAP” means generally accepted accounting principles.

“Independent Director” means a person who is not at, and has not been within the five years prior to, the time of his or her appointment and will not be serving as: (i) an officer, director, general partner, manager, employee, or an owner of any equity securities of the Independent Manager or any of its Affiliates (other than an owner of a de minimis amount of the equity securities of any Affiliate of the Independent Manager which has a class of securities registered under the Securities Act of 1934); (ii) a customer of, or supplier or service provider (including professionals) that receives any of its revenues from its activities with the Independent Manager or any Affiliate of the Independent Manager, such that such individual’s annual revenues derived from the Independent Manager and Affiliate of the Independent Manager exceeds 1% of such individual’s aggregate annual revenues; (iii) a person or other entity controlling or under the common control of any such equity owner, supplier, customer, or service provider; or (iv) a spouse, parent, sibling, child or grandchild of any person described in (i), (ii) or (iii); provided, however, that a person shall not be deemed to be a director or manager of an Affiliate of the Independent Manager solely by reason of serving as an independent director, independent manager or independent member of another single purpose entity that is an Affiliate of the Independent Manager; and provided further, that a Person shall not be disqualified from being an Independent Director solely by reason of such Person serving as an independent director or manager of another single purpose entity that would otherwise be deemed to be an Affiliate because they are under common control.

“Independent Manager” means a corporation that (i) is wholly owned by ElderTrust; (ii) has as its sole assets interests in the Company or any other Person that is a borrower, or the general partner of a borrower, under the Mortgage; (iii) has one Independent Director duly appointed to its board of directors; and (iv) is a single-purpose entity.

“Independent Member” has the meaning ascribed thereto in Section 3.01(b).

“Lender” means Morgan Guaranty Trust Company of New York, or any of its successors and assigns under the Mortgage.

“Loan Documents” means the Mortgage and the promissory notes, mortgages, security agreements, subordination and nondisturbance agreements, assignments of leases and rents and other agreements, instruments and documents entered into by or on behalf of the Company in connection with the Mortgage.

“Manager” means a Person named in Section 5.04 as a Manager of the Company or hereafter appointed as a Manager pursuant to the terms of this Agreement, including the Independent Manager.

“Member” means an Equity Member or the Independent Member.

“Mortgage” means that certain Mortgage and Security Agreement from the Partnership to Lender dated as of November 24, 1999.

“Notice” means a writing, containing the information required by the Agreement to be communicated to any Person, given in accordance with Section 13.11.

“Other Similar Activities” has the meaning ascribed thereto in Section 3.07.

“Person” means a natural person, partnership (whether general or limited), trust, estate, association, corporation, limited liability company, unincorporated organization, custodian, nominee or any other individual or entity in its own or any representative capacity.

“Property” means, collectively, the real property described more fully on Schedule A hereto and the improvements located thereon, commonly known as Wayne Nursing and Rehabilitation Center, located in Wayne, Pennsylvania.

“Qualified Affiliate” means any Person directly or indirectly wholly owned and controlled by the Equity Member.

IN WITNESS WHEREOF, the undersigned have caused this Limited Liability Company Operating Agreement to be duly executed on their behalf as of the date first written above.

ET WAYNE FINANCE, L.L.C.
By:	/s/ D. Lee McCreary
Name:	D. Lee McCreary
Title:	President
ELDERTRUST OPERATING LIMITED
PARTNERSHIP
By:	ElderTrust, general partner
	By:	/s/ D. Lee McCreary
	Name:	D. Lee McCreary
	Title:	President & CEO

SCHEDULE A

[INTENTIONALLY OMITTED]

JOINDER OF INDEPENDENT MEMBER AND INDEPENDENT MANAGER

ET Wayne Finance, Inc., a Delaware corporation, by the signature below of its duly authorized officer, joins the foregoing Limited Liability Company Operating Agreement of ET Wayne Finance, L.L.C. as the Independent Member and Independent Manager of such limited liability company effective as of November 24, 1999.

ET Wayne Finance, Inc.,
	a Delaware corporation
By:	/s/ D. Lee McCreary
Name:	D. Lee McCreary
Title:	President

EX-3.33.3

Exhibit 3.33.3

AMENDMENT TO

LIMITED LIABILITY COMPANY AGREEMENT

OF ET WAYNE FINANCE, L.L.C.

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”).

W I T N E S S E T H :

WHEREAS, the Operating Partnership, being the sole equity member of ET WAYNE FINANCE, L.L.C., a Delaware limited liability company (the “LLC”), formed the LLC pursuant to that certain Certificate of Formation, filed with the Delaware Secretary of State on November 1, 1999, and that certain Limited Liability Company Operating Agreement of ET Wayne Finance, L.L.C., dated as of November 24, 1999 (the “Agreement”); and

WHEREAS, the Operating Partnership, being the Equity Member of the LLC, desires to amend the Agreement pursuant to Section 12.01 thereof.

NOW, THEREFORE, the Agreement is hereby amended as follows:

1. Section 2.01 of the Agreement hereby is deleted in its entirety and, in lieu thereof, is inserted the following: “The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.”

2. Except as amended herein, the Agreement is hereby confirmed and shall remain in full force and effect.

3. All defined terms used in this Amendment shall have the meanings given them in the Agreement, unless otherwise defined in this Amendment.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has executed this Amendment, or has caused this Amendment to be executed, as of the date first written above.

ELDERTRUST OPERATING LIMITED PARTNERSHIP
By:	ELDERTRUST, its general partner
	By:	/s/ T. Richard Riney
	Name:	T. Richard Riney
	Title:	Secretary

EX-3.34.1

Exhibit 3.34.1

CERTIFICATE OF INCORPORATION

OF

ET WAYNE FINANCE, INC.,

a Delaware corporation

FIRST: The name of this Corporation (hereinafter called the “Corporation”) is ET Wayne Finance, Inc.

SECOND: The address, including street, number, city, and county of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle; and the name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to serve as the “Independent Manager” and “Independent Member” (in accordance with, and as such terms are defined in, the limited liability company operating agreement) of ET Wayne Finance, L.L.C., a Delaware limited liability company (together with any successor thereto organized as a limited liability company and that designates the Corporation as its “Independent Manager” and “Independent Member” in the limited liability company operating agreement of such successor, the `”Company”) and to own the non-equity membership interests in the Company held by the Independent Member thereof. The Corporation shall have all power necessary or convenient to the conduct, promotion or attainment of such acts, and activities. Notwithstanding anything contained herein to the contrary, the Corporation shall not engage in any business, and it shall have no purpose, unrelated to the foregoing, and shall not acquire any real property or own assets other than those related to the non-equity membership interests in the Company or otherwise in furtherance of the purposes of the Corporation.

The Corporation will not voluntarily incur, create, or assume any indebtedness, other than unsecured trade payables and operating expenses of up to $50,000 outstanding at any time that are incurred in the ordinary course of the Corporation’s business as described above and are paid within sixty (60) days after they are incurred.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is One Hundred (100), all of which are without par value (the “Common Stock”). All such shares are of one class and are Common Stock.

FIFTH: The name and the mailing address of the incorporator is as follows:

Name	Mailing Address
M.C. Kinnamon	The Corporation Trust Company 1209 Orange Street Wilmington, Delaware 19805

SIXTH: The Corporation is to have perpetual existence.

SEVENTH: The number of directors of the Corporation shall be such number as from time to time shall be fixed by, or in the manner provided in, the Bylaws of the Corporation. Unless and except to the extent that the Bylaws of the Corporation shall otherwise require, the election of directors of the Corporation need not be by written ballot. So long as any Debt (as defined hereinbelow) secured by the Mortgage and Security Agreement (the “Mortgage”) to be granted by ET Sub-Wayne I Limited Partnership, L.L.P. to Morgan Guaranty Trust Company of New York (the “Lender”) is outstanding (the “Covered Period”), at least one of the directors of the Corporation shall be a person (the “Independent Director”) who is not, and has not been within the past five (5) years, and will not be while serving: (i) an officer, director, general partner, manager, employee, or an owner of any equity securities of the Corporation or any of its Affiliates (other than an owner of a de minimis amount of the equity securities of any Affiliate of the Corporation which has a class of securities registered under the Securities Act of 1934); (ii) a customer of, or supplier or service provider (including professionals) that receives any of its revenues from its activities with the Corporation or any Affiliate of the Corporation, such that such individual’s annual revenues derived from the Corporation and Affiliates of the Corporation exceeds 1% of such individual’s aggregate annual revenues; (iii) a Person controlling or under the common control of any such equity owner, supplier, customer, or service provider; or (iv) a spouse, parent, sibling, child or grandchild of any person described in (i), (ii) or (iii); provided, however, that a Person shall not be deemed to be a director or manager of an Affiliate of the Corporation solely by reason of serving as an independent director, independent manager or independent member of another single purpose entity that is an Affiliate of the Corporation; and provided further, that a Person shall not be disqualified from being the Independent Director solely by reason of such Person serving as an independent director or manager of another single purpose entity that would otherwise be deemed to be an Affiliate because they are under common control. “Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of the foregoing definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

For purposes hereof, the term “Person” shall mean a natural person, partnership (whether general or limited), trust, estate, association, corporation, limited liability company, unincorporated organization, custodian, nominee or any other individual or entity in its own or any representative capacity. For purposes hereof, the term “Debt” shall have the meaning ascribed thereto in the Mortgage.

During the Covered Period, the Independent Director may only be removed for cause pursuant to the procedures for removal of directors set forth in the Bylaws of the Corporation.

If the Independent Director should resign, be removed or become incapacitated, the Corporation shall use its reasonable best efforts to nominate another person as Independent Director; provided, however, that during the interim period in which the Corporation does not have an Independent Director, the Corporation may not vote to take any action described in Article EIGHTH below. The position of Independent Director shall not be eliminated even if vacated.

The directors of the Corporation shall be required, in the exercise of their reasonable business judgment, to consider the interests of the creditors of the Corporation in taking all corporate action.

EIGHTH: During the Covered Period, the Corporation shall not, without the affirmative vote of all of the members of the Board of Directors, including the Independent Director, institute proceedings to be adjudicated bankrupt or insolvent or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Corporation or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any corporate action in furtherance of any such action.

The Corporation shall not, during the Covered Period, notwithstanding anything to the contrary contained herein —

(a) vote to dissolve, liquidate, consolidate, merge, sell or transfer ownership interests in all or substantially all of the Corporation’s assets;

(b) vote to dissolve, liquidate, consolidate, merge or sell all or substantially all of the assets of the Company;

(c) amend Articles THIRD, SIXTH, SEVENTH, EIGHTH, NINTH, ELEVENTH and FOURTEENTH of this Certificate of Incorporation;

(d) vote to amend the organizational documents of the Company so as to permit the Company to engage in any business not currently being conducted by the Company or to acquire assets other than assets related to such business, under conditions or in a manner that would violate the underlying organizational documents of the Company;

(e) engage in any business activity except as described in Article THIRD above;

(f) commence any case or proceeding or other action relating to bankruptcy, insolvency, reorganization or relief of debtors, or seek to have any order for relief entered with respect to the Company, or seek to adjudicate the Company bankrupt or insolvent or seek reorganization, arrangement, adjustment, composition, or other relief with respect to the Company or the debts of the Company or make a general assignment for the benefit of creditors of the Company without the affirmative vote of all of the members of the Board of Directors, including the Independent Director, and no executive committee of the Board of Directors shall have any authority to take such action on behalf of the Board of Directors without the affirmative vote of all of the members of the Board of Directors, including the Independent Director; or

(g) vote to withdraw as the Independent Manger or Independent Member of the Company.

NINTH: The Corporation shall at all times observe the applicable legal requirements for the recognition of the Corporation as a legal entity separate from the Company and each holder of the Common Stock and any other person or entity, including, without limitation, as follows:

(i) Notwithstanding anything to the contrary contained herein, and during the Covered Period, the Corporation, will —

(a) maintain its books and records and bank accounts separate from those of any other Person (except that, for accounting and reporting purposes, the Corporation may be included in the consolidated financial statements of an equity owner of the Corporation in accordance with generally accepted accounting principles);

(b) maintain an arm’s length relationship with its shareholders, other Affiliates and any other party furnishing services to it;

(c) maintain its books, records, resolutions and agreements as official records;

(d) conduct its business in its own name and through its own authorized officers and agents;

(e) prepare and maintain its financial statements, accounting records and other corporation documents separate from those of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (a) above);

(f) except as contemplated under the provisions of clause (h) below, pay its own liabilities out of its own funds and other assets;

(g) observe all corporate formalities necessary to maintain its identity as an entity separate and distinct from all of its Affiliates;

(h) participate in the fair and reasonable allocation, and pay its share, of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities;

(i) use its own stationery, invoices and checks (except when acting in a representative capacity, in which event such capacity shall be disclosed);

(j) hold and identify itself as a separate and distinct entity under its own name and not as a division or part of any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (a) above);

(k) deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name;

(l) hold its assets in its own name;

(m) maintain adequate capital for the conduct of its business;

(n) continue to serve as the Independent Manager of, and own the non-equity membership interest, in the Company until the Debt under the Mortgage is paid in full; and

(o) maintain a sufficient number of employees (which may be zero) in light of its contemplated business and pay their salaries out of its own funds.

(ii) Notwithstanding anything to the contrary contained herein, and during the Covered Period, the Corporation will not —

(a) seek or consent to any dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its assets;

(b) fail to correct any known misunderstanding regarding its separate identity;

(c) commingle its funds or other assets with those of any other Person;

(d) assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person;

(e) acquire obligations or securities of its shareholders;

(f) pledge any of its assets for the benefit of any other Person, except as otherwise permitted by the Mortgage;

(g) make any loans to any other Person or buy or hold evidence of indebtedness issued by any other Person;

(h) identify any of its shareholders or other Affiliates as a division or part of it (except for inclusion in consolidated financial statements of an equity owner);

(i) engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity;

(j) engage in any business activity or operate for any purpose other than as stated in Article THIRD;

(k) fail to file separate federal or state income tax returns, if required by applicable law;

(l) have or create any subsidiaries, or hold any equity interest in any other Person.

TENTH: In furtherance and not in limitation of the powers conferred by the Delaware General Corporation Law (the “DGCL”), the Board of Directors of the Corporation is expressly authorized and empowered to adopt, amend and repeal the Bylaws of the Corporation.

ELEVENTH: No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that nothing in this Article ELEVENTH shall eliminate or limit the liability of any director (a) for any breach of the directors duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) for the types of liability set forth in Section 174 of the DGCL, or (d) for any transaction from which the director derived an improper personal benefit.

TWELFTH: To the extent permitted by law, the Corporation shall fully indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, provided that the indemnitee acted in good faith, in a manner reasonably believed to be in or not opposed to the best interests of the Corporation and without reasonable cause to believe his or her conduct was unlawful, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding.

The Corporation may advance expenses (including attorneys’ fees) incurred by a director or officer in advance of the final disposition of such action, suit or proceeding upon the receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that such director or officer is not entitled to indemnification under this Article TWELFTH.

The Corporation may advance expenses (including attorneys’ fees) incurred by an employee or agent in advance of the final disposition of such action, suit or proceeding upon such terms and conditions, if any, as the Board of Directors deems appropriate.

THIRTEENTH: The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of Section 102 of the DGCL, as the same may be amended and supplemented.

FOURTEENTH: During the Covered Period, no direct or indirect transfer of stock in the Corporation may be made such that the transferee owns, in the aggregate with ownership interests of its Affiliates and family members, more than a 49% interest in the Corporation, or that would violate any provision of the Mortgage, unless such transfer is approved by the Lender, conditioned upon the delivery of an acceptable non-consolidation opinion and upon confirmation from the applicable rating agencies that such a transfer will not result in a qualification, withdrawal or downgrade of any rating assigned to any outstanding mortgage-backed securities relating to the Mortgage; provided, however, that the foregoing provisions of this Article FOURTEENTH shall not apply to any indirect transfer of the stock of the Corporation resulting from the transfer of stock or other ownership interests in, or a merger, consolidation or other business combination involving (i) any direct or indirect owner of stock of the Corporation whose stock or other ownership interests are traded on a national securities exchange, or (ii) any direct or indirect owner of stock or ownership interests in an entity referred to in clause (i) of this proviso.

[The remainder of this page has been intentionally left blank.]

IN WITNESS WHEREOF, the undersigned, being the Incorporator hereinabove named, for the purpose of forming a corporation pursuant to the Delaware General Corporation Law, hereby certifies that the facts hereinabove stated are truly set forth, and accordingly executes this Certificate of Incorporation this 1^st day of November, 1999.

INCORPORATOR
Name:	/s/ M. C. Kinnamon
	M.C. Kinnamon

EX-3.34.2

Exhibit 3.34.2

CERTIFICATE OF AMENDMENT

OF

THE CERTIFICATE OF INCORPORATION

OF

ET WAYNE FINANCE, INC.

Filed pursuant to Section 242 of the Delaware General Corporation Law

THE UNDERSIGNED, being a duly appointed and authorized officer of ET Wayne Finance, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies on behalf of the Corporation and not in his individual capacity, for the purpose of amending the Corporation’s Certificate of Incorporation (the “Certificate”), as follows:

FIRST, that the Certificate was filed with the Secretary of State of the State of Delaware on November 1, 1999.

SECOND, that the amendment effected hereby was duly authorized by the Corporation’s Board of Directors and stockholders in accordance with the provisions of Section 242 of the DGCL and shall be executed, acknowledged and filed in accordance with Section 103 of the DGCL.

THIRD, that in accordance with Sections 242 and 103 of the DGCL, the Certificate shall be amended as follows:

1. Paragraph “Third” is hereby deleted in its entirety and, in lieu thereof, is inserted the following: “The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. The Corporation shall have all power necessary or convenient to the conduct, promotion or attainment of such acts and activities.”

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by the undersigned this 26^th day of May, 2004.

/s/ T. Richard Riney
Name:	T. Richard Riney
Title:	Executive Vice-President, Secretary
	and Chairman

EX-3.34.3

Exhibit 3.34.3

BYLAWS

OF

ET WAYNE FINANCE, INC.

(a Delaware corporation)

ARTICLE I

STOCKHOLDERS

1.1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the Corporation shall be signed by, or in the name of, the Corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation. Any or all the signatures on any such certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Whenever the Corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the Corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the Delaware General Corporate Law (“DGCL”). Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

The Corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of the lost, stolen, or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.

1.2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the DGCL, the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the Corporation shall be uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the Corporation shall send to the registered owner thereof any written notice prescribed by the DGCL.

1.3. FRACTIONAL SHARE INTERESTS. The Corporation may, but shall not be required to, issue fractions of a share. If the Corporation does not issue fractions of a

share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the Corporation in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the Corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.

1.4. STOCK TRANSFERS. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the Corporation shall be made only on the stock ledger of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

1.5. RECORD DATE FOR STOCKHOLDERS. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining the stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the DGCL, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery

2

made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the DGCL, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

1.6. MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the Corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the certificate of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the DGCL confers such rights notwithstanding that the certificate of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the certificate of incorporation, except as any provision of law may otherwise require.

1.7. STOCKHOLDER MEETINGS.

(a) TIME. The annual meeting shall be held on the date and at the time fixed, from time to time, by the Board of Directors, provided, that the first annual meeting shall be held on a date within thirteen months after the organization of the Corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the Board of Directors.

(b) PLACE. Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the Board of Directors may, from time to time, fix. Whenever the Board of Directors shall fail to fix such place, the meeting shall be held at the registered office of the Corporation in the State of Delaware.

(c) CALL. Annual meetings and special meetings may be called by the Board of Directors or by any officer instructed by the Board of Directors to call the meeting.

3

(d) NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given, stating the place, date, and hour of the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the Corporation may be examined. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the DGCL. Except as otherwise provided by the DGCL, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the Corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States Mail. If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the Board of Directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

(e) STOCKHOLDER LIST. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote at any meeting of stockholders.

(f) CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting: the Chairman of the Board of Directors, if any, the Vice-Chairman of the Board of Directors, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the Corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the Chairman of the meeting shall appoint a secretary of the meeting.

4

(g) PROXY REPRESENTATION. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.

(h) INSPECTORS. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspectors at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by him or them and execute a certificate of any fact found by him or them.

(i) QUORUM. The holders of a majority of the outstanding shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business. The stockholders present may adjourn the meeting despite the absence of a quorum.

(j) VOTING. Each share of stock shall entitle the holders thereof to one vote. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of Board of Directors. Any other action shall be authorized by a majority of the votes cast except where the DGCL prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise prescribed by the provisions of the certificate of incorporation and these Bylaws. In the election of Board of Directors, and for any other action, voting need not be by ballot.

1.8. STOCKHOLDER ACTION WITHOUT MEETINGS. Any action required by the DGCL to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a

5

meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Action taken pursuant to this paragraph shall be subject to the provisions of Section 228 of the DGCL.

ARTICLE II

DIRECTORS

2.1. FUNCTIONS AND DEFINITION. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors of the Corporation. The Board of Directors shall have the authority to fix the compensation of the members thereof. The use of the phrase “whole board” herein refers to the total number of directors which the Corporation would have if there were no vacancies.

2.2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The initial Board of Directors shall consist of three (3) persons until such time as the initial Independent Directors shall have been appointed and assumed office, at which time the Board of Directors shall consist of five (5) persons. Thereafter the number of directors constituting the whole board shall be at least three (3), until such time as there are no longer required to be Independent Directors (as defined in the certificate of incorporation) that are directors of the Corporation, when the number of directors constituting the whole board shall be at least one (1). Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the stockholders or of the Board of Directors, or, if the number is not fixed, the number shall be three (3). The number of directors may be increased or decreased by action of the stockholders or of the Board of Directors.

2.3. ELECTION AND TERM. The first Board of Directors, unless the members thereof shall have been named in the certificate of incorporation, shall be elected incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the Corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Except as the DGCL may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the Executive Committee (as defined in Section 2.6).

6

2.4. MEETINGS.

(a) TIME. Meetings shall be held at such time as the Board of Directors shall fix, except that the first meeting of a newly elected Board of Directors shall be held as soon after its election as the directors may conveniently assemble.

(b) PLACE. Meetings shall be held at such place within or without the State of Delaware as shall be fixed by the Board of Directors.

(c) CALL. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of Chairman of the Board of Directors, if any, the Vice-Chairman of the Board of Directors, if any, or the President, or of any member of the Executive Committee.

(d) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in any notice or written waiver of notice.

(e) QUORUM AND ACTION. A majority of the whole board (or, with respect to any meeting of or action taken by a committee designated by the Board of Directors, a majority of the members of such committee) shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office (or members of such committee) shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole board (or committee). A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the DGCL, the vote of the majority of the directors present at a meeting of the Board of Directors or a committee designated by the Board of Directors at which a quorum is present shall be the act of the Board of Directors or such committee, as the case may be. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the DGCL, the certificate of incorporation and these Bylaws which govern a meeting of Board of Directors held to fill vacancies and newly created directorships in the Board of Directors or action of Independent Directors.

Any member or members of the Board of Directors or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

7

(f) CHAIRMAN OF THE MEETING. The Chairman of the Board of Directors, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board of Directors, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board of Directors, shall preside.

2.5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the DGCL and the certificate of incorporation, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

2.6. COMMITTEES.

(a) The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided herein or in a resolution of the Board of Directors, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation with the exception of any authority the delegation of which is prohibited by Section 141 of the DGCL, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

(b) The directors of the Corporation other than the Independent Directors shall constitute the Executive Directors of the Corporation. The Executive Directors, acting as a committee of the Board of Directors (the “Executive Committee”), shall exercise all of the right, power and authority vested in the Board of Directors by the DGCL, the certificate of incorporation and these Bylaws to manage, operate, and control the business and affairs of the Corporation, other than with respect to actions by the Corporation for which the certificate of incorporation expressly requires the consent or approval of the Independent Directors. Any action described herein as an action to be taken by the Board of Directors shall be deemed to mean an action to be taken by the Executive Committee unless expressly provided otherwise herein or in the certificate of incorporation.

2.7. WRITTEN ACTION. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

8

ARTICLE III

OFFICERS

The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board of Directors, a Vice-Chairman of the Board of Directors, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-Chairman of the Board of Directors, if any, need be a director. Any number of offices may be held by the same person, as the directors may determine.

Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified.

All officers of the Corporation shall have such authority and perform such duties in the management and operation of the Corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the Corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board of Directors shall assign to him. Any officer may be removed, with or without cause, by the Board of Directors. Any vacancy in any office may be filled by the Board of Directors.

ARTICLE IV

CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall prescribe.

ARTICLE V

FISCAL YEAR

The fiscal year of the Corporation shall be the calendar year.

9

ARTICLE VI

INDEMNIFICATION OF OFFICERS AND DIRECTORS

(a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

(b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a director, officer or employee of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this Article 6, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. For purposes of determining the reasonableness of any such expenses, a certification to such effect by any member of the Bar of the State of Delaware, which member of the Bar may have acted as counsel to any such director, officer or employee, shall be binding upon the Corporation unless the Corporation establishes that the certification was made in bad faith.

10

(d) Any indemnification under subsections (a) and (b) of this Article 6 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because any such person has met the applicable standard of conduct set forth in subsections (a) and (b) of this Article 6. Such determination shall be made (1) by the Board of Directors, by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

(e) Expenses (including attorneys’ fees) incurred by an officer, director or employee of the Corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director, officer, employee or agent to repay such amount if it shall ultimately be determined that any such person is not entitled to be indemnified by the Corporation as authorized by this Article 6.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Article 6 shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

(g) The Corporation may but shall not be required to purchase and maintain insurance on behalf of any person who is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under this Article 6.

(h) For purposes of this Article 6, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees, and that any person who is or was a director, officer or employee of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article 6 with respect to the resulting or surviving corporation as such person would have had with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this Article 6, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer or employee of the Corporation

11

which imposes duties on, or involves services by, such director, officer or employee with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article 6.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 6 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) This Article 6 shall be interpreted and construed to accord, as a matter of right, to any person who is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, the full measure of indemnification and advancement of expenses permitted by Section 145 of the DGCL.

(l) Any person seeking indemnification or advancement of expenses by virtue of such person being or having been a director, officer or employee of the Corporation may seek to enforce the provisions of this Article 6 by an action in law or equity in any court of the United States or any state or political subdivision thereof having jurisdiction of the parties. Without limitation of the foregoing, it is specifically recognized that remedies available at law may not be adequate if the effect thereof is to impose delay on the immediate realization by any such person of the rights conferred by this Article 6. Any costs incurred by any person in enforcing the provisions of this Article 6 shall be an indemnifiable expense in the same manner and to the same extent as other indemnifiable expenses under this Article 6.

(m) No amendment, modification or repeal of this Article 6 shall have the effect of or be construed to limit or adversely affect any claim to indemnification or advancement of expenses made by any person who is or was a director, officer or employee of this Corporation with respect to any state of facts which existed prior to the date of such amendment, modification or repeal. Accordingly, any amendment, modification or repeal of this Article 6 shall be deemed to have prospective application only and shall not be applied retroactively.

ARTICLE VII

CONTROL OVER BYLAWS

Subject to the provisions of the certificate of incorporation and the provisions of the DGCL, the power to amend, alter, or repeal these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors or by the stockholders.

[The remainder of this page has been intentionally left blank.]

12

I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the Bylaws of ET Wayne Finance, Inc. a Delaware Corporation, as in effect on the date hereof.

WITNESS my hand and the seal of the Corporation.

Dated: November 24, 1999

/s/ D. Lee McCreary, Jr.

Secretary of ET Wayne Finance, Inc.

(SEAL)

13

EX-12.1

Exhibit 12.1

STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO

FIXED CHARGES

	Year Ended December 31,															Nine Months Ended September 30, 2004
	1999			2000			2001			2002			2003
Income (loss) before gain on disposal of real estate assets, discontinued operations, provision for income taxes and extraordinary loss	$	38,347		$	(69,669	)	$	49,071		$	35,090		$	96,734		$	74,226
Interest expense
Notes payable and other debt, net of capitalized interests		81,533			87,557			80,197			71,027			61,790			49,266
United States Settlement		—			—			4,592			5,461			4,943			—
Earnings	$	119,880		$	17,888		$	133,860		$	111,578		$	163,467		$	123,492
Interest expense
Notes payable and other debt	$	81,533		$	87,557		$	80,197		$	71,027		$	61,790		$	49,266
United States Settlement		—			—			4,592			5,461			4,943			—
Interest expense portion of rental expense		—			—			—			—			—			—
Fixed charges	$	81,533		$	87,557		$	84,789		$	76,488		$	66,733		$	49,266
Ratio of earnings to fixed charges (a)		1.47	x		—			1.58	x		1.46	x		2.45	x		2.51	x

(a) Earnings were insufficient to cover fixed charges by $69.7 million in 2000. Earnings in 2000 were reduced by $96.5 million for the United States Settlement.

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-4) and related prospectus of Ventas, Inc. and the Co-Registrants named therein for the registration of debt securities and guarantees of debt securities of Ventas Realty, Limited Partnership and Ventas Capital Corporation and to the incorporation by reference therein of our report dated February 5, 2004, with respect to the consolidated financial statements and financial statement schedule of Ventas, Inc. at December 31, 2003 and 2002, and for each of the three years in the period ended December 31, 2003, included in its Annual Report (Form 10-K) for the year ended December 31, 2003, filed with the Securities and Exchange Commission.

/s/    Ernst & Young LLP

Chicago, Illinois

November 18, 2004

EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Ventas Inc.:

We consent to the incorporation by reference in the registration statement on Form S-4 of Ventas, Inc. of our report dated February 5, 2004, with respect to the consolidated balance sheets of ElderTrust as of December 31, 2003 and 2002 and the related consolidated statements of operations, shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2003, and the related schedule of real estate and accumulated depreciation which report appears in the Form 8-K of Ventas, Inc. dated April 20, 2004, and our report dated April 28, 2004, with respect to the consolidated balance sheets of ElderTrust Operating Limited Partnership and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of operations, partners’ capital and cash flows for each of the years in the three-year period ended December 31, 2003, and the related financial statement schedule of real estate and accumulated depreciation which report appears in the Form 10-Q of ElderTrust Operating Limited Partnership dated May 10, 2004, and to the reference to our firm under the heading “Experts” in the registration statement.

Our reports refer to the adoption by ElderTrust and ElderTrust Operating Limited Partnership of Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets in 2002 and Statement of Financial Accounting Standards No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections in 2003.

/s/ KPMG LLP

McLean, Virginia

November 19, 2004

EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)    

U.S. BANK NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification Number

180 East Fifth Street St. Paul, Minnesota	55101
(Address of principal executive offices)	(Zip Code)

Robert T. Jones

U.S. Bank National Association

425 Walnut Street, CN-WN-06CT

Cincinnati, Ohio 45202

(513) 632-4427

(Name, address and telephone number of agent for service)

VENTAS, INC.

VENTAS CAPITAL CORPORATION

VENTAS REALTY, LIMITED PARTNERSHIP

SEE “TABLE OF CO-OBLIGORS” ON THE FOLLOWING PAGE.

(Exact name of obligor as specified in its charter)

Delaware	61-1055020 35-2168770 61-1324573
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

10350 Ormsby Park Place, Suite 300 Louisville, Kentucky	40207-1642
(Address of principal executive offices)	(Zip Code)

6 5/8% Senior Notes due 2014

(Title of indenture securities)

TABLE OF CO-OBLIGORS

The following direct or indirect subsidiaries of Ventas, Inc. are co-obligors for the purpose of providing guarantees, if any, of payments on the 6 5/8% Senior Notes due 2014 of Ventas Capital Corporation and Ventas Realty, Limited Partnership. Ventas, Inc. may also provide guarantees of payments on the 6 5/8% Senior Notes due 2014 of Ventas Capital Corporation and Ventas Realty, Limited Partnership. The principal executive offices of each co-registrant set forth below are located at 10350 Ormsby Park Place, Suite 300, Louisville, Kentucky 40207-1642, telephone (502) 357-9000.

Name	State or other jurisdiction of incorporation or organization	I.R.S. Employer Identification Number
Ventas LP Realty, L.L.C.	Delaware	52-2093507
Ventas Healthcare Properties, Inc.	Delaware	26-0055985
Ventas TRS, LLC	Delaware	43-1981928
ElderTrust	Maryland	23-2932973
ElderTrust Operating Limited Partnership	Delaware	23-2915846
ET Capital Corp.	Delaware	23-2945788
ET Sub-Berkshire Limited Partnership	Delaware	23-2946053
ET Berkshire, LLC	Delaware	23-3074121
Cabot ALF, L.L.C.	Delaware	23-2975032
Cleveland ALF, L.L.C.	Delaware	23-2974999
ET Sub-Heritage Woods, L.L.C.	Delaware	23-2946017
ET Sub-Highgate, L.P.	Pennsylvania	23-2946046
ET GENPAR, L.L.C.	Delaware	23-2945800
ET Sub-Lacey I, L.L.C.	Delaware	23-2946020
ET Sub-Lehigh Limited Partnership	Delaware	23-3074122
ET Lehigh, LLC	Delaware	23-3074118
ET Sub-Lopatcong, L.L.C.	Delaware	23-2945801
ET Sub-Pennsburg Manor Limited Partnership, L.L.P.	Virginia	23-2946005
ET Pennsburg Finance, L.L.C.	Delaware	23-3024248
ET Sub-Phillipsburg I, L.L.C.	Delaware	23-2945793
ET Sub-Pleasant View, L.L.C.	Delaware	23-2946018
ET Sub-Rittenhouse Limited Partnership, L.L.P.	Virginia	23-2946049
ET Sub-Riverview Ridge Limited Partnership, L.L.P.	Virginia	23-2946044
ET Sub-Sanatoga Limited Partnership	Delaware	23-3074124
ET Sanatoga, LLC	Delaware	23-3074120
ET Sub-SMOB, L.L.C.	Delaware	23-2945798
Vernon ALF, L.L.C.	Delaware	23-2975030
ET Sub-Willowbrook Limited Partnership, L.L.P.	Virginia	23-2946022
ET Sub-Wayne I Limited Partnership, L.L.P.	Virginia	23-2946052
ET Wayne Finance, L.L.C.	Delaware	23-3024250
ET Wayne Finance, Inc.	Delaware	23-3024252

2

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the trustee, describe each such affiliation.

None

Items 3-15  Items 3-15 are not applicable because to the best of the trustee’s knowledge, the obligor is not in default under any Indenture for which the trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

Exhibit Number
1	A copy of the Articles of Association of the Trustee.*
2	A copy of the certificate of authority of the Trustee to commence business.*
3	A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*
4	A copy of the existing bylaws of the Trustee.*
5	A copy of each Indenture referred to in Item 4, if the obligor is in default. Not applicable.
6	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
7	Report of Condition of the Trustee as of September 30, 2004, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.
8	A copy of any order pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act. Not applicable.
9	A consent to service of process on Form F-X. Not applicable.

* Incorporated by reference to Registration Number 333-67188.

3

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 19^th day of November, 2004.

U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Robert T. Jones
	Name: Robert T. Jones
	Title: Vice President

By:	/s/ Bill Sicking
	William Sicking
	Vice President

4

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: November 19, 2004

U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Robert T. Jones
	Robert T. Jones
	Vice President

By:	/s/ Bill Sicking
	William Sicking
	Vice President

5

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 9/30/2004

($000’s)

	9/30/2004
Assets
Cash and Due From Depository Institutions	$	6,973,101
Federal Reserve Stock		0
Securities		39,400,687
Federal Funds		2,842,037
Loans & Lease Financing Receivables		121,000,954
Fixed Assets		1,846,496
Intangible Assets		10,035,484
Other Assets		10,354,644
Total Assets	$	192,453,403
Liabilities
Deposits	$	122,247,349
Fed Funds		7,346,293
Treasury Demand Notes		0
Trading Liabilities		145,128
Other Borrowed Money		30,331,854
Acceptances		146,102
Subordinated Notes and Debentures		5,535,512
Other Liabilities		6,060,066
Total Liabilities	$	171,812,304
Equity
Minority Interest in Subsidiaries	$	1,013,889
Common and Preferred Stock		18,200
Surplus		11,792,288
Undivided Profits		7,816,722
Total Equity Capital	$	19,627,210
Total Liabilities and Equity Capital	$	192,453,403

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association
By:	/s/ Robert T. Jones
	Vice President

Date: November 19, 2004

6