Real Estate

THIS INDENTURE made this 11^th day of September, 2003.

W I T N E S S E T H    T H A T:

ARTICLE I
DEFINITIONS

1.01 Definitions

        In this lease:

        (a)   "Additional Rent" means all and any monies required to be paid by the Tenant to the Landlord under or pursuant to the terms of this Lease, save only for Minimum Rent and Percentage Rent.

        (b)   "Architect" shall mean the architect from time to time named by the Landlord. Any certificate provided by the Architect and called for by the terms of this Lease shall be final and binding on the parties hereto.

        (c)   "Commencement Date" means a date determined in accordance with the provisions of Section 2.03.

        (d)   "Common Areas" means those areas, facilities, utilities, improvements, equipment and installations in the Shopping Centre which from time to time are not designated or intended by the Landlord to be leased to tenants of the Shopping Centre, and those areas, facilities, utilities, improvements, equipment and installations which serve or are for the benefit of the Shopping Centre whether or not located in, adjacent to or near the Shopping Centre and which are designated from time to time by the Landlord as part of the Common Areas. Without limiting the generality of the foregoing, Common Areas includes all parking areas and parking garages, all entrances and exits thereto and all structural elements thereof, employee parking areas, access roads, truck courts, driveways, truckways, delivery passages, the roof, exterior weather walls, exterior and interior structural elements and bearing walls in the building and improvements comprising the Shopping Centre, package pick-up stations, loading and related areas, pedestrian sidewalks, landscaped and planted areas, bus kiosks, if any, roadways and stops, signs, equipment and fixtures, stairways, ramps, electrical, telephone, meter, valve, mechanical, mail storage service and janitor rooms and galleries, fire prevention, security and communication systems, columns, pipes, electrical, plumbing, drainage, any central system for the provision of heating, ventilating or air conditioning to leasable premises or any enclosed Common Areas and all other installations, equipment or services located therein or related thereto as well as the structures housing the same. Common Areas further include any such interior areas, facilities, utilities, improvements, equipment and installations, including but not limited to all open and enclosed malls, courts and arcades, public seating and service areas, corridors, furniture, first aid and/or information

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stations, auditoria, conference rooms, nurseries, childcare play areas and related kitchen and storage facilities, escalators, elevators, public washrooms, music systems and any Food Court.

        (e)   "C.P.I." means the Consumer Price Index (All Items) for the city of Sarnia, Ontario (or any index published in substitution for the Consumer Price Index or any other replacement index reasonably designated by the Landlord, if it is no longer published) published by Statistics Canada (or by any successor thereof or any other governmental agency, including a provincial agency).

        (f)    "Food Court" means those portions of the Common Areas designated by the Landlord from time to time for use in support of the operations of any group of premises providing quick food service to customers of the Shopping Centre and includes, without limiting the generality of the foregoing, public table and seating areas, waste collection facilities and other areas, facilities and equipment intended for such use.

        (g)   Intentionally Deleted.

        (h)   "GST" means goods and services taxes, value-added taxes, multi-stage taxes, business transfer taxes or other similar taxes however they are characterized.

        (i)    "Hazardous Substances" means any contaminant, pollutant, dangerous substance, potentially dangerous substance, noxious substance, toxic substance, hazardous waste, flammable, explosive or radioactive material, urea formaldehyde foam insulation, asbestos, PCB's or any other substances or materials that are declared or defined to be hazardous, toxic, contaminants or pollutants in or pursuant to any applicable federal, provincial or municipal statute, by-law or regulation.

        (j)    Intentionally Deleted.

        (k)   "Landlord" includes the Landlord and its successors and assigns.

        (l)    "Lease" means this indenture of lease and includes any riders and schedules hereto and shall also include any agreements entered into which have the effect of amending this indenture from time to time.

        (m)  "Leased Premises" means the premises leased to the Tenant as referred to and described in Section 2.01 hereof. Save as mentioned below, the boundaries of the Leased Premises shall extend from the top surface of the structural subfloor to the bottom surface of the structural ceiling. If the Leased Premises have no ceiling abutting the demising walls, but rather are open to the ceiling of the Shopping Centre building, the boundaries of the Leased Premises extend from the top surface of the structural subfloor to the height of the demising walls.

        (n)   "Lease Year" shall mean a period of time, the first Lease Year commencing on the Commencement Date and ending on the * in the calendar year of the Commencement Date. Thereafter Lease Years shall consist of consecutive periods of twelve calendar months ending in each case on *, save for the last Lease Year of the Term which shall terminate upon the expiration or earlier termination of this Lease, as the case may be.

        (o)   "Minimum Rent" means the annual minimum rent payable by the Tenant pursuant to Section 3.01.

        (p)   "Mortgagee" means any mortgagee, chargee or hypothecary creditor (including any trustee for bondholders) of the Shopping Centre or any part thereof.

        (q)   "Operating Costs" means the total cost and expense incurred in owning, operating, maintaining, managing and administering the Shopping Centre and the Common Areas, excluding only the original acquisition costs and financing and mortgage charges, but specifically including without limiting the generality of the foregoing; gardening and landscaping charges; the cost and expenses of taking out the insurance described in Section 10.03; cleaning, snow removal, garbage and waste

     INDENTURE, dated as of March 26, 2003, between CARS CNI-2 L.P., a Delaware limited partnership, as issuer (the Issuer), and LaSalle Bank National Association, a national banking association, not in its individual capacity, but solely as Indenture Trustee (the Indenture Trustee) under this Indenture.

PRELIMINARY STATEMENT

     The Issuer has duly authorized the execution and delivery of this Indenture to provide Triple Net Lease Mortgage Notes, Series 2003-1, in two Classes designated as the Class A-1 Notes and the Class A-2 Notes (collectively, the Notes), to be issued pursuant to this Indenture.

     All things necessary to make the Notes, when the Notes are executed by the Issuer and authenticated and delivered by the Indenture Trustee hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer enforceable in accordance with their terms, and to make this Indenture a valid and legally binding agreement of the Issuer enforceable in accordance with its terms, have been done.

GRANTING CLAUSE

     The Issuer hereby Grants to the Indenture Trustee, as Indenture Trustee for the benefit of the Noteholders and the Insurer, effective as of the Closing Date, all of the Issuers right, title and interest in and to (i) the Collection Account, the Payment Account, the DSCR Reserve Account, the Release Account and all other accounts established in connection with the Indenture, such funds as from time to time are deposited in the Collection Account, the Payment Account, the DSCR Reserve Account, the Release Account and all other accounts established in connection with this Indenture or the Property Management Agreement for purposes of making payments to the holders of the Notes, (ii) all present and future claims, demands and causes in action in respect of the foregoing, including the rights, titles and interests of the Issuer in, to and under the Property Management Agreement and the Collection Account Agreement, other than any claim, demand or cause of action against any party to any Transaction Document, the Insurer and/or the Noteholders, and (iii) all proceeds of the foregoing of every kind and nature whatsoever, including, without limitation, all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property that at any time constitute all or part of or are included in the proceeds of the foregoing ((i), (ii) and (iii) collectively, and together with the Mortgaged Properties, Leases and related property and rights Granted to the Indenture Trustee in the Mortgages, the Collateral).

     The foregoing Grants are made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, and of all amounts owing to the Insurer under the Insurance Agreement and to secure compliance with the provisions of this Indenture, all as provided in this Indenture.

GENERAL COVENANT

     AND IT IS HEREBY COVENANTED AND DECLARED that the Notes are to be authenticated and delivered by the Indenture Trustee, that the Collateral is to be held by or on behalf of the Indenture Trustee and that monies in or from the Collateral are to be applied by the Indenture Trustee for the benefit of the Noteholders and the Insurer, subject to the further covenants, conditions and trusts hereinafter set forth, and the parties hereto covenant and agree, to and with the Indenture Trustee, for the equal and proportionate benefit and security of each Noteholder and for the benefit of the Insurer, as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

     Section 1.01 Definitions. Whenever used in this Indenture, including in the Preliminary Statement, the Granting Clause and the General Covenant hereinabove set forth, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Section 1.01 or, if not specified in this Section 1.01, then in the Property Management Agreement or the Limited Partnership Agreement.

     1933 Act: The Securities Act of 1933, as amended, and the rules, regulations and published interpretations of the Securities and Exchange Commission promulgated thereunder from time to time.

     1939 Act: The Trust Indenture Act of 1939, as amended, and the rules, regulations and published interpretations of the Securities and Exchange Commission promulgated thereunder from time to time.

     1940 Act: The Investment Company Act of 1940, as amended, and the rules, regulations and published interpretations of the Securities and Exchange Commission promulgated thereunder from time to time.

     Accrual Period: With respect to the Notes and any Payment Date, the period from and including the immediately preceding Payment Date to but excluding such Payment Date; provided, that, with respect to the Payment Date occurring in April 2003, the applicable Accrual Period shall begin on the Closing Date.

     Accrued Liabilities: With respect to any Payment Date, the sum of the Insurer Accrued Liabilities, the Insurance Premium and Other Accrued Liabilities for such Payment Date.

     Act: As defined in Section 12.05 hereof.

     Additional Servicing Compensation: The collective reference to Property Manager Additional Servicing Compensation and Special Servicer Additional Servicing Compensation, each as defined in the Property Management Agreement.


173656

This SUPPLEMENTAL INDENTURE NO. 3 (this Supplemental Indenture) made and entered into as of April 21, 2003 between SENIOR HOUSING PROPERTIES TRUST, a Maryland real estate investment trust (the Company), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (and successor to State Street Bank and Trust Company (State Street) in its capacity as Trustee), as Trustee (the Trustee),

WITNESSETH THAT:

WHEREAS, the Company and State Street have executed and delivered an Indenture, dated as of December 20, 2001 (as previously and from time to time hereafter amended, supplemented or otherwise modified, the Base Indenture and, together with this Supplemental Indenture, as amended, supplemented or otherwise modified from time to time, the Indenture) to provide for the future issuance of the Companys senior debt securities (the Securities) to be issued from time to time in one or more series; and

WHEREAS, U.S. Bank National Association has acquired and succeeded to substantially all of the corporate trust business of State Street, and, being eligible to serve as trustee under the Indenture, has succeeded to State Street as Trustee under the Indenture; and

WHEREAS, pursuant to the terms of the Base Indenture, the Company desires to provide for the establishment of a series of its Securities, to be known as its 7 7/8% Senior Notes due 2015, the form and substance of such Securities and the terms, provisions and conditions thereof to be set forth as provided in the Indenture;

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

ARTICLE 1

DEFINED TERMS

Section 1.1  The following definitions supplement, and, to the extent inconsistent with, replace the definitions in Section 101 of the Base Indenture:

Acquired Debt means Debt of a Person (i) existing at the time such Person becomes a Subsidiary or (ii) 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 shall be 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 Total Assets is defined in clause (i) of Section 3.1(a).

Annual Debt Service as of any date means the maximum amount which is expensed in any 12-month period for interest on Debt of the Company and its Subsidiaries excluding amortization of debt discount and deferred financing costs.

Business Day means any day other than a Saturday or Sunday or a day on which banking institutions in the City of New York or in the city in which the corporate trust office of the Trustee

are required or authorized to close.