Common use of Manner of Payments Clause in Contracts

Manner of Payments. All payments by the Borrower hereunder and under any notes evidencing the Loans hereunder shall be made without offset, counterclaim, recoupment, defense, setoff or other deduction, in Dollars, in Federal Reserve or other immediately available funds, at the office of Bank of America, N.A., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Charlotte, NC 28255, NC1-001-1504, Attention: Credit Services (wiring information: ABA026009593; Acct. No. 1366212250600, Account Name: Credit Services; Ref: Ventas Realty, Limited Partnership), no later than 3:00 p.m. (Charlotte, North Carolina time) on the date on which such payment shall be due. Any payment received at such office after such time shall be deemed received on the following Business Day. After the expiration of any applicable cure period hereunder, the Administrative Agent may (but shall not be obligated to) debit the amount of any such payment that is not made by such time from any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Administrative Agent the Loans, LOC Obligations, fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms hereof). The Administrative Agent will distribute such payments to the Lenders entitled thereto if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time or London, England time, as appropriate) on a Business Day, in like funds as received, prior to the end of such Business Day and otherwise such Administrative Agent will distribute such payment to the Lenders entitled thereto on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and fees for the period of such extension).

Manner of Payments. (a) All payments by the Borrower hereunder and under any notes evidencing the Loans hereunder shall be made without offset, counterclaim, recoupment, defense, setoff or other deduction, in Dollars, in Federal Reserve or other immediately available fundsfunds without deduction, setoff or counterclaim at the office of Bank of America, N.A., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Charlotte, NC 28255, NC1-001-1504, Attention: Credit Services (wiring information: ABA026009593; Acct. No. 1366212250600, Account Name: Credit Services; Ref: Ventas Realty, Limited Partnership), Funding Office no later than 3:00 p.m. (Charlotte1:00 P.M., North Carolina New York City time) , on the date on which such payment shall be due. Any payment Interest in respect of any Loan hereunder shall accrue from and including the date of such Loan to, but excluding, the date on which such Loan is paid or refinanced with a Loan of a different Interest Rate Type. (b) Unless the Administrative Agent shall have received at such office after such time shall be deemed received notice from a Lender prior to the proposed date of any LIBOR Borrowing (or, in the case of any ABR Borrowing, prior to 2:00 P.M., New York City time, on the following Business Day. After date of such ABR Borrowing) that such Lender will not make available to the expiration Administrative Agent such Lender’s share of any applicable cure period hereundersuch Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 (or, in the case of an ABR Borrowing, that such Lender has made such share available in accordance with and at the time required by Section 2.2) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand in Dollars, in Federal or other immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but shall not excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be obligated to) debit the amount of any such payment that is not made by such time from any ordinary deposit account of Lender, the Borrower maintained with Overnight Rate, plus the fee customarily charged by the Administrative Agent (with notice and subject to the IFSA interbank compensation rules from time to time) in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower), the interest rate applicable to ABR Loans. The If the Borrower shall, at the time it makes any payment under this Credit Agreement, specify and such Lender shall pay such interest to the Administrative Agent for the Loans, LOC Obligations, fees, interest same or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereofan overlapping period, the Administrative Agent shall distribute promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms hereof). The Administrative Agent will distribute such payments to the Lenders entitled thereto if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time or London, England time, as appropriate) on a Business Day, in like funds as received, prior to the end of such Business Day and otherwise such Administrative Agent will distribute such payment to the Lenders entitled thereto on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and fees for the period of such extension)Agent.

Manner of Payments. (a) Prior to each Quarterly Date and the end of each Interest Period, the Agent shall render a statement to the Borrower of all amounts due to the Banks for principal, interest and fees hereunder. All payments amounts listed on each such statement shall be due and payable on the Quarterly Date or, for LIBOR Loans, the last day of such Interest Period, in respect of which such statement was sent. As to all other Obligations which become due and payable other than on a fixed date by their terms, the Agent shall advise the Borrower by a written statement that they are due and payable, and the Borrower shall pay the same within five days of receipt of such statement. Any failure by the Agent to render any such statement or give any such advice shall in no way relieve the Borrower hereunder of any liability for or obligation to pay any amount due and under payable hereunder. (b) Whenever any notes evidencing payment to be made hereunder, including without limitation any payment to be made on a Note, shall be stated to be due on a day which is not a Banking Day, such payment may be made on the Loans hereunder next succeeding Banking Day, and such extension of time shall in each case be included in the computation of the interest payable on such Note; PROVIDED, HOWEVER, that if such extension of time would cause payment of interest on or principal of a LIBOR Loan to be made in the next calendar month, such payment shall be made on the next preceding Banking Day. (c) Unless otherwise provided in this Agreement, all payments or prepayments made or due hereunder or under the Notes shall be made in immediately available funds by federal funds wire transfer, and without offsetsetoff, deduction or counterclaim, recoupmentto the Agent prior to 11:00 A.M., defenseCleveland time, setoff or other deduction, in Dollars, in Federal Reserve or other immediately available fundson the date when due, at the office of Bank of America, N.A., its offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Charlotte▇▇▇▇▇▇▇▇▇, NC 28255▇▇▇▇ ▇▇▇▇▇, NC1-001-1504, Attention: Credit Services (wiring information: ABA026009593; Acct. No. 1366212250600, Account Name: Credit Services; Ref: Ventas Realty, Limited Partnership), no later than 3:00 p.m. (Charlotte, North Carolina time) on the date on which such payment shall be due. Any payment received or at such office other place as may be designated by the Agent. Funds received after such time 1:00 P.M., Cleveland time, shall be deemed to have been received on the following Business next Banking Day. After To the expiration of any applicable cure period hereunder, the Administrative Agent may (but shall not be obligated to) debit the amount of extent any such payment that is not made by such time from any ordinary deposit account for the ratable benefit of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Administrative Agent the Loans, LOC Obligations, fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereofBanks, the Administrative Agent shall promptly distribute such payment to the Lenders Banks in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms hereof). The Administrative Agent will distribute such payments to the Lenders entitled thereto if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time or London, England time, as appropriate) on a Business Day, in like funds as received, prior to the end of such Business Day and otherwise such Administrative Agent will distribute such payment to the Lenders entitled thereto on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and fees for the period of such extension)accordance with their respective Ratable Shares.

Manner of Payments. (a) All payments by the Borrower hereunder and under any notes evidencing the Loans hereunder shall be made without offset, counterclaim, recoupment, defense, setoff or other deduction, in Dollars, Dollars in Federal Reserve or other immediately available fundsfunds without deduction, setoff or counterclaim at the office of Bank of America, N.A., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Charlotte, NC 28255, NC1-001-1504, Attention: Credit Services (wiring information: ABA026009593; Acct. No. 1366212250600, Account Name: Credit Services; Ref: Ventas Realty, Limited Partnership), Funding Office no later than 3:00 p.m. (Charlotte1:00 P.M., North Carolina New York City time) , on the date on which such payment shall be due. Any payment Interest in respect of any Loan hereunder shall accrue from and including the date of such Loan to, but excluding, the date on which such Loan is paid or refinanced with a Loan of a different Interest Rate Type. (b) Unless the Administrative Agent shall have received at such office after such time shall be deemed received notice from a Lender prior to the proposed date of any LIBOR Borrowing (or, in the case of any ABR Borrowing, prior to 2:00 P.M., New York City time, on the following Business Day. After date of such ABR Borrowing) that such Lender will not make available to the expiration Administrative Agent such Lender’s share of any applicable cure period hereundersuch Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 (or, in the case of an ABR Borrowing, that such Lender has made such share available in accordance with and at the time required by Section 2.2) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Dollars, in Federal or other immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but shall not excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be obligated to) debit the amount of any such payment that is not made by such time from any ordinary deposit account of Lender, the Borrower maintained with Overnight Bank Funding Rate, plus the fee customarily charged by the Administrative Agent (with notice and subject to the IFSA interbank compensation rules from time to time) in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower), the interest rate applicable to ABR Loans. The If the Borrower shall, at the time it makes any payment under this Credit Agreement, specify and such Lender shall pay such interest to the Administrative Agent for the Loans, LOC Obligations, fees, interest same or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereofan overlapping period, the Administrative Agent shall distribute promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms hereof). The Administrative Agent will distribute such payments to the Lenders entitled thereto if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time or London, England time, as appropriate) on a Business Day, in like funds as received, prior to the end of such Business Day and otherwise such Administrative Agent will distribute such payment to the Lenders entitled thereto on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and fees for the period of such extension)Agent.

Manner of Payments. (a) All payments by the Borrower hereunder and under any notes evidencing the Loans Subsidiary Borrower hereunder shall be made without offset, counterclaim, recoupment, defense, setoff or other deduction, in Dollars, except that prepayments or repayments in respect of Loans and payments of interest on Loans shall be made in the Currency in which such Loan is denominated, in Federal Reserve or other immediately available fundsfunds without deduction, setoff or counterclaim at the office of Bank of America, N.A., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Charlotte, NC 28255, NC1-001-1504, Attention: Credit Services (wiring information: ABA026009593; Acct. No. 1366212250600, Account Name: Credit Services; Ref: Ventas Realty, Limited Partnership), Funding Office no later than 3:00 p.m. (Charlotte1:00 P.M., North Carolina New York City time) , on the date on which such payment shall be due. Any payment Interest in respect of any Loan hereunder shall accrue from and including the date of such Loan to, but excluding, the date on which such Loan is paid or refinanced with a Loan of a different Interest Rate Type. (b) Unless the Administrative Agent shall have received at such office after such time shall be deemed received notice from a Lender prior to the proposed date of any LIBOR Borrowing (or, in the case of any ABR Borrowing, prior to 2:00 P.M., New York City time, on the following Business Day. After date of such ABR Borrowing) that such Lender will not make available to the expiration Administrative Agent such Lender’s share of any applicable cure period hereundersuch Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 (or, in the case of an ABR Borrowing, that such Lender has made such share available in accordance with and at the time required by Section 2.2) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in the Currency in which such Loan is denominated, in Federal or other immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but shall not excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be obligated to) debit the amount of any such payment that is not made by such time from any ordinary deposit account of Lender, the Borrower maintained with Overnight Rate, plus the fee customarily charged by the Administrative Agent (with notice and subject to the IFSA interbank compensation rules from time to time) in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower), the interest rate applicable to ABR Loans. The If the Borrower shall, at the time it makes any payment under this Credit Agreement, specify and such Lender shall pay such interest to the Administrative Agent for the Loans, LOC Obligations, fees, interest same or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereofan overlapping period, the Administrative Agent shall distribute promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms hereof). The Administrative Agent will distribute such payments to the Lenders entitled thereto if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time or London, England time, as appropriate) on a Business Day, in like funds as received, prior to the end of such Business Day and otherwise such Administrative Agent will distribute such payment to the Lenders entitled thereto on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and fees for the period of such extension)Agent.

Manner of Payments. (a) Prior to each Quarterly Date and the end of each Interest Period, the Agent shall render a statement to the Borrower of all amounts due to the Banks for principal, interest and fees hereunder. All payments amounts listed on each such statement shall be due and payable on the Quarterly Date or, as the case may be, the last day of such Interest Period, in respect of which such statement was sent. As to all other Obligations which become due and payable other than on a fixed date by their terms, the Agent shall advise the Borrower by a written statement that they are due and payable, and the Borrower shall pay the same within five days of receipt of such statement. Any failure by the Agent to render any such statement or give any such advice shall in no way relieve the Borrower of any liability for or obligation to pay any amount due and payable hereunder. (b) Whenever any payment to be made hereunder, including without limitation any payment to be made on a Note, shall be stated to be due on a day which is not a Banking Day, such payment may be made on the next succeeding Banking Day, and such extension of time shall in each case be included in the computation of the interest payable on such Note. (c) Unless otherwise provided in this Agreement, all payments or prepayments made or due hereunder and or under any notes evidencing the Loans hereunder Notes shall be made in immediately available funds by federal funds wire transfer, and without offsetsetoff, deduction or counterclaim, recoupmentto the Agent prior to 11:00 A.M., defenseCleveland time, setoff or other deduction, in Dollars, in Federal Reserve or other immediately available fundson the date when due, at the office of Bank of America, N.A., its offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Charlotte▇▇▇▇▇▇▇▇▇, NC 28255▇▇▇▇ ▇▇▇▇▇, NC1-001-1504, Attention: Credit Services (wiring information: ABA026009593; Acct. No. 1366212250600, Account Name: Credit Services; Ref: Ventas Realty, Limited Partnership), no later than 3:00 p.m. (Charlotte, North Carolina time) on the date on which such payment shall be due. Any payment received or at such office other place as may be designated by the Agent. Funds received after such time 1:00 P.M., Cleveland time, shall be deemed to have been received on the following Business next Banking Day. After To the expiration of any applicable cure period hereunder, the Administrative Agent may (but shall not be obligated to) debit the amount of extent any such payment that is not made by such time from any ordinary deposit account for the ratable benefit of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Administrative Agent the Loans, LOC Obligations, fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereofBanks, the Administrative Agent shall promptly distribute such payment to the Lenders Banks in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms hereof). The Administrative Agent will distribute such payments to the Lenders entitled thereto if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time or London, England time, as appropriate) on a Business Day, in like funds as received, prior to the end of such Business Day and otherwise such Administrative Agent will distribute such payment to the Lenders entitled thereto on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and fees for the period of such extension)accordance with their respective Ratable Shares.

Manner of Payments. (a) Prior to each Quarterly Date and the end of each Interest Period, the Agent shall render a statement to the Borrower of all amounts due to the Agent and the Banks for principal, interest and fees hereunder. All payments amounts listed on each such statement shall be due and payable on the Quarterly Date or, as the case may be, the last day of such Interest Period, in respect of which such statement was sent. As to all other Obligations which become due and payable other than on a fixed date by their terms, the Agent shall advise the Borrower by a written statement that they are due and payable, and the Borrower shall pay the same within ten days of receipt of such statement. If any amounts are not paid by the Borrower when due and payable, such amounts shall bear interest at the Default Interest Rate, and the Banks may then charge any account of the Borrower for such Obligation in the amount due to the Banks. Any failure by the Agent to render any such statement or give any such advice shall in no way relieve the Borrower of any liability for or obligation to pay any amount due and payable hereunder. (b) Whenever any payment to be made hereunder, including without limitation any payment to be made on a Note, shall be stated to be due on a day that is not a Banking Day, such payment may be made on the next succeeding Banking Day, and such extension of time shall in each case be included in the computation of the interest payable on such Note. (c) Unless otherwise provided in this Agreement, all payments or prepayments made or due hereunder and or under any notes evidencing the Loans hereunder Notes shall be made in immediately available funds by federal funds wire transfer, and without offsetsetoff, deduction or counterclaim, recoupmentto the Agent prior to 11:00 A.M., defenseCleveland time, setoff or other deduction, in Dollars, in Federal Reserve or other immediately available fundson the date when due, at the office of Bank of Americaits offices at 127 Public Square, N.A.Cleveland, ▇Ohio 44114, or at su▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇he Agent. Funds received after 11:00 A.M., CharlotteCleveland time, NC 28255, NC1-001-1504, Attention: Credit Services (wiring information: ABA026009593; Acct. No. 1366212250600, Account Name: Credit Services; Ref: Ventas Realty, Limited Partnership), no later than 3:00 p.m. (Charlotte, North Carolina time) on the date on which such payment shall be due. Any payment received at such office after such time shall be deemed to have been received on the following Business next Banking Day. After To the expiration of any applicable cure period hereunder, the Administrative Agent may (but shall not be obligated to) debit the amount of extent any such payment that is not made by such time from any ordinary deposit account for the ratable benefit of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Administrative Agent the Loans, LOC Obligations, fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereofBanks, the Administrative Agent shall promptly distribute such payment to the Lenders Banks in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms hereof). The Administrative Agent will distribute such payments to the Lenders entitled thereto if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time or London, England time, as appropriate) on a Business Day, in like funds as received, prior to the end of such Business Day and otherwise such Administrative Agent will distribute such payment to the Lenders entitled thereto on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and fees for the period of such extension)accordance with their respective Ratable Shares.

Manner of Payments. (a) Prior to each Quarterly Date and the end of each Interest Period, the Administrative Agent shall render a statement to the Borrowers of all amounts due to the Banks for principal, interest and fees hereunder. All payments amounts listed on each such statement shall be due and payable on the Quarterly Date or, as the case may be, the last day of such Interest Period, in respect of which such statement was sent. As to all other Obligations which become due and payable other than on a fixed date by their terms, the Administrative Agent shall advise the Borrowers by a written statement that they are due and payable, and the Borrowers shall pay the same within ten days of receipt of such statement. If any amounts are not paid by the Borrower Borrowers when due and payable, such amounts shall bear interest at the Default Interest Rate, and the Banks may then charge any account of the Borrowers for such Obligation in the amount due to the Banks. Any failure by the Administrative Agent to render any such statement or give any such advice shall in no way relieve the Borrowers of any liability for or obligation to pay any amount due and payable hereunder. (b) Whenever any payment to be made hereunder, including without limitation any payment to be made on a Note, shall be stated to be due on a day which is not a Banking Day, such payment may be made on the next succeeding Banking Day, and such extension of time shall in each case be included in the computation of the interest payable on such Note. (c) Unless otherwise provided in this Agreement, all payments or prepayments made or due hereunder and or under any notes evidencing the Loans hereunder Notes shall be made in immediately available funds by federal funds wire transfer, and without offsetsetoff, deduction or counterclaim, recoupmentto the Administrative Agent prior to 11:00 A.M., defenseCleveland time, setoff or other deduction, in Dollars, in Federal Reserve or other immediately available fundson the date when due, at the office of Bank of America, N.A., its offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Charlotte▇▇▇▇▇▇▇▇▇, NC 28255▇▇▇▇ ▇▇▇▇▇, NC1-001-1504, Attention: Credit Services (wiring information: ABA026009593; Acct. No. 1366212250600, Account Name: Credit Services; Ref: Ventas Realty, Limited Partnership), no later than 3:00 p.m. (Charlotte, North Carolina time) on the date on which such payment shall be due. Any payment received or at such office other place as may be designated by the Administrative Agent. Funds received after such time 11:00 A.M., Cleveland time, shall be deemed to have been received on the following Business next Banking Day. After To the expiration of any applicable cure period hereunder, the Administrative Agent may (but shall not be obligated to) debit the amount of extent any such payment that is not made by such time from any ordinary deposit account for the ratable benefit of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Administrative Agent the Loans, LOC Obligations, fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereofBanks, the Administrative Agent shall promptly distribute such payment to the Lenders Banks in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms hereof). The Administrative Agent will distribute such payments to the Lenders entitled thereto if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time or London, England time, as appropriate) on a Business Day, in like funds as received, prior to the end of such Business Day and otherwise such Administrative Agent will distribute such payment to the Lenders entitled thereto on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and fees for the period of such extension)accordance with their respective Ratable Shares.

Manner of Payments. (a) All payments by the Borrower and prepayments of principal and interest on any Loan and all other amounts payable hereunder and or under any notes evidencing the Loans hereunder other Loan Document by Borrower to Agent or any Lender shall be made without offset, counterclaim, recoupment, defense, setoff or by paying the same in United States Dollars (other deduction, than payments and prepayments in Dollars, respect to an Offshore Currency Loan which shall be made in Federal Reserve or other the Offshore Currency in which such Loan is denominated) and in immediately available fundsfunds to Agent at its Commercial Loan Processing Center, at the office of Bank of AmericaSeattle, N.A., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Charlotte, NC 28255, NC1-001-1504, Attention: Credit Services (wiring information: ABA026009593; Acct. No. 1366212250600, Account Name: Credit Services; Ref: Ventas Realty, Limited Partnership), no Washington not later than 3:00 p.m. (Charlotte, North Carolina i) 12:00 Noon (Seattle time) on the date on which such payment or prepayment shall be become due. Any payment received at such office after , and (ii) in the case of Offshore Currency payments, no later than such time shall be deemed received on the following Business Day. After dates specified herein as may be determined by the expiration Agent to be necessary for such payment to be credited on such date in accordance with normal banking procedures. (b) Agent shall remit to each Lender, via federal wire transfer of funds, such Lender's Pro Rata Share of any applicable cure period hereunder, the Administrative Agent may (but shall not be obligated to) debit the amount of any such payment that is not made by such time from any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Administrative Agent the Loans, LOC Obligations, feesprincipal, interest or other amounts payable by received from or for the account of Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing any Loan on the same day that Agent receives such amounts, provided, however, that amounts received by the Borrower hereunder, subject to the terms hereof). The Administrative Agent will distribute such payments to the Lenders entitled thereto if any such payment is received prior to later than 12:00 Noon (Charlotte, North Carolina Seattle time) or later than the time or London, England time, specified by the Agent as appropriateprovided in clause (ii) of subsection 2.8(a) above (in the case of Offshore Currency payments) on a Business Day, in like funds as received, prior any day shall be remitted to the end of such Business Day and otherwise such Administrative Agent will distribute such payment to the Lenders entitled thereto each Lender on the next succeeding Business Day, provided, further, Agent shall not remit to any Lender any amounts received from or for the account of Borrower in payment of any Loan unless, prior to Agent's receipt of such funds, such Lender had paid its Pro Rata Share of such amounts pursuant to Section 2.2. In the event Agent is required to refund any amount which is paid to it or received by it from or for the account of Borrower, then Lenders, to the extent they shall have previously received their Pro Rata Share of such amount, agree to repay to Agent their respective Pro Rata Shares of such amount. (c) Borrower hereby authorizes Agent and each Lender, if and to the extent any payment is not promptly made pursuant to this Agreement or any other Loan Document, and after prior oral notice to Borrower, to charge from time to time against any or all of the accounts of Borrower with Agent or any Lender or any affiliate of any Lender any amount due hereunder or under such other Loan Document. Agent or the Lender, as the case may be, shall promptly provide Borrower a written notice of the actions it has taken pursuant to this Section. (d) Whenever any payment hereunder or under any other Loan Document shall be stated to be due on a day that is not other than a Business Day, such payment shall be made on the next succeeding Business Day. In the case of an Alternative Rate Loan, whenever the last day of any Applicable Interest Period would otherwise occur on a day other than a Business Day, the due date thereof last day of such Applicable Interest Period shall be extended to occur on the next succeeding Business Day (subject to accrual and such extension of interest time shall in such case be included in the computation and fees for payment of interest, unless such extension would cause the period last date of such extension)Applicable Interest Period to occur in the next following calendar month, in which case the last day of such Applicable Interest Period shall occur, on the next preceding Business Day.

Manner of Payments. All payments and prepayments to be made by Borrower of principal of, and interest on, the Notes and in respect of Letter of Credit Reimbursement Obligations, and all fees and other sums and charges payable by Borrower hereunder and under any notes evidencing the Loans hereunder hereunder, shall be made without offset, counterclaim, recoupment, defense, setoff or other deduction, to Agent in Dollars, U.S. dollars in Federal Reserve or other immediately available fundsfunds prior to 11:00 A.M. (Providence, at the office of Bank of America, N.A., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Charlotte, NC 28255, NC1-001-1504, Attention: Credit Services (wiring information: ABA026009593; Acct. No. 1366212250600, Account Name: Credit Services; Ref: Ventas Realty, Limited Partnership), no later than 3:00 p.m. (Charlotte, North Carolina Rhode Island time) on the day that such payment is due; PROVIDED that it shall not be deemed to be an Event of Default hereunder if a payment is due on a day which is not a Business Day and Agent receives such payment in Dollars in immediately available funds prior to 11:00 A.M. (Providence, Rhode Island time) on the next succeeding Business Day, and PROVIDED FURTHER that upon not less than two (2) Business Days prior notice to Borrower any such payment may be made by Agent debiting the demand deposit accounts, if any, maintained with Agent on each date on which any such payment is due or remains unpaid hereunder or under the Notes, in an amount up to the principal, interest, Letter of Credit Reimbursement Obligations, fees or other sums or charges due and payable hereunder or under the Notes, and any such debit shall be duedeemed payment hereunder and/or under the Notes in question to the extent immediately available funds are then in such accounts. Any such payment which is not received at in such office after form or prior to such time shall be deemed received on the following Business Day. After the expiration for all purposes of any applicable cure period hereunder, the Administrative Agent may (but shall not be obligated to) debit the amount of any such payment that is not made by such time from any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Administrative Agent the Loans, LOC Obligations, fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms hereof). The Administrative Agent will distribute such payments to the Lenders entitled thereto if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time or London, England time, as appropriate) on a Business Day, in like funds as received, prior to the end of such Business Day and otherwise such Administrative Agent will distribute such payment to the Lenders entitled thereto Agreement on the next succeeding Business DayDay on which such funds become immediately available prior to such time. Whenever any Promptly upon receipt thereof, Agent shall cause such payments to be distributed by wire transfer to Lenders entitled thereto, in like funds with respect to the payment hereunder received by Agent from Borrower. Distributions to Lenders by Agent shall be stated made to be due on a day that is not a Business Day, the due date thereof such office as such Lender shall from time to time designate in writing to Agent. The amount of each payment wired by Agent to each such Lender shall be extended such amount as shall be necessary to the next succeeding Business Day (subject to accrual of interest and fees for the period provide such Lender with its Commitment Share of such extensionpayment (without consideration or use of any contra accounts of any Lender), or with such other amount as may be owing to such Lender in accordance with this Agreement (in each case, without deduction for any claim, defense or offset of any type). Each such wire transfer shall be sent by Agent only after Agent has received immediately available dollars from or on behalf of Borrower and each such wire transfer by Agent shall provide each Lender receiving same with immediately available funds.

Manner of Payments. All (a) Except to the extent otherwise provided herein, all payments of principal, interest or other amounts to be made by the Borrower hereunder Company under this Agreement, the Amended and Restated Note or under any notes evidencing of the Loans hereunder other Loan Documents shall be made without offset, counterclaim, recoupment, defense, setoff or other deduction, in Dollars, in Federal Reserve or other either by bank wire transfer of immediately available fundsfunds or by official bank check drawn upon a financial institution acceptable to the Administrative Agent in its sole and absolute discretion, without notice or demand and without abatement, deduction, set-off or counterclaim, to the Administrative Agent at its Applicable Lending Office or at such other address previously designated in writing to the office of Bank of AmericaCompany by the Administrative Agent, N.A., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Charlotte, NC 28255, NC1-001-1504, Attention: Credit Services (wiring information: ABA026009593; Acct. No. 1366212250600, Account Name: Credit Services; Ref: Ventas Realty, Limited Partnership), no not later than 3:00 1:00 p.m. (Charlotte, North Carolina time) Mountain Standard Time on the date on which such payment shall be due. Any become due (each such payment received at such office made after such time on such due date shall be deemed received treated as having been made on the following next succeeding Business Day). After the expiration of any applicable cure period hereunder, No amounts shall be considered as having been paid until good funds therefor actually have been collected by the Administrative Agent Agent. (b) Any of the Lenders for whose account any such payment is being made may (but shall not be obligated to) debit the amount of any such payment that is not made by such time from to any ordinary deposit account of the Borrower maintained Company with the Administrative Agent such Lender (with notice to the BorrowerCompany and the Administrative Agent). , provided, -------- however, that such Lender's failure to give notice of such account debiting ------- shall not affect the validity thereof. (c) The Borrower Company shall, at the time it makes of making each payment required by this Agreement, the Amended and Restated Note or any payment under this Credit Agreementof the other Loan Documents, specify to the Administrative Agent (which shall so notify the Loans, LOC Obligations, fees, interest or other intended recipient(s) thereof) the amounts payable by the Borrower Company hereunder or under the Amended and Restated Note or any of the other Loan Documents to which such payment is to be applied (and in the event that it the Company fails to so to specify, or if such application would be inconsistent with the terms hereofan Event of Default has occurred and is continuing, the Administrative Agent shall may distribute such payment to the Lenders for application against the Indebtedness relating to the Loan in such manner as it or the Administrative Agent Lenders may determine to be appropriate appropriate). (d) Each payment received by the Administrative Agent under this Agreement, the Amended and Restated Note or any of the other Loan Documents for the account of any Lender shall be paid by the Administrative Agent promptly following its receipt thereof to such Lender, in immediately available funds, for the account of such Lender's Applicable Lending Office for the Loan or other obligation in respect of obligations owing by the Borrower hereunder, subject to the terms hereof). The Administrative Agent will distribute such payments to the Lenders entitled thereto if any which such payment is received prior to 12:00 Noon made. (Charlotte, North Carolina time or London, England time, as appropriatee) on a Business Day, in like funds as received, prior to If the end due date of such Business Day and otherwise such Administrative Agent will distribute such payment to the Lenders entitled thereto on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due under this Agreement, the Amended and Restated Note or any of the other Loan Documents would otherwise fall on a day that is not a Business Day, the due such date thereof shall be extended to the next succeeding Business Day (subject to accrual of Day, and interest and fees shall be payable for any amount so extended for the period of such extension).

Manner of Payments. All payments by the Borrower hereunder and under any notes evidencing the Loans hereunder shall be made without offset, counterclaim, recoupment, defense, setoff or other deduction, in Dollars, in Federal Reserve or other immediately available funds, at the office of Bank of America, N.A., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Charlotte, NC 28255, NC1-001-1504, Attention: Credit Services (wiring information: ABA026009593ABA053000196; Acct. No. 1366212250600, Account Name: Credit Services; Ref: Ventas Realty, Limited Partnership), no later than 3:00 1:00 p.m. (Charlotte, North Carolina time) on the date on which such payment shall be due. Any payment received at such office after such time shall be deemed received on the following Business Day. After the expiration of any applicable cure period hereunder, the Administrative Agent may (but shall not be obligated to) debit the amount of any such payment that is not made by such time from any ordinary deposit account of the Borrower maintained with the Administrative Agent (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Administrative Agent the Loans, LOC Obligations, fees, interest or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms hereof). The Administrative Agent will distribute such payments to the Lenders entitled thereto if any such payment is received prior to 12:00 Noon (Charlotte, North Carolina time or London, England time, as appropriate) on a Business Day, in like funds as received, prior to the end of such Business Day and otherwise such Administrative Agent will distribute such payment to the Lenders entitled thereto on the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and fees for the period of such extension).

Manner of Payments. (a) Prior to the last Business Day of each month and the end of each Interest Period, the Agent shall render a statement to the Borrower of all amounts due to the Agent and the Lenders for principal, interest and fees hereunder. All payments amounts listed on each such statement shall be due and payable on the last Business Day of such month or, as the case may be, the last day of such Interest Period, in respect of which such statement was sent. As to all other Obligations which become due and payable other than on a fixed date by their terms, the Agent shall advise the Borrower by a written statement that they are due and payable, and the Borrower shall pay the same within ten days of receipt of such statement. If any amounts are not paid by the Borrower hereunder when due and under any notes evidencing the Loans hereunder payable, such amounts shall be made without offset, counterclaim, recoupment, defense, setoff or other deduction, in Dollars, in Federal Reserve or other immediately available funds, bear interest at the office of Bank of AmericaDefault Interest Rate, N.A., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Charlotte, NC 28255, NC1-001-1504, Attention: Credit Services (wiring information: ABA026009593; Acct. No. 1366212250600, Account Name: Credit Services; Ref: Ventas Realty, Limited Partnership), no later than 3:00 p.m. (Charlotte, North Carolina time) on and the date on which such payment shall be due. Any payment received at such office after such time shall be deemed received on the following Business Day. After the expiration of Lenders may then charge any applicable cure period hereunder, the Administrative Agent may (but shall not be obligated to) debit the amount of any such payment that is not made by such time from any ordinary deposit account of the Borrower maintained with for such Obligation in the Administrative Agent (with notice amount due to the Borrower)Lenders. The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Administrative Agent the Loans, LOC Obligations, fees, interest or other amounts payable Any failure by the Borrower hereunder Agent to which render any such payment is to be applied (and statement or give any such advice shall in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall distribute such payment to the Lenders in such manner as the Administrative Agent may determine to be appropriate in respect of obligations owing by no way relieve the Borrower of any liability for or obligation to pay any amount due and payable hereunder, subject to the terms hereof). The Administrative Agent will distribute such payments to the Lenders entitled thereto if any such payment is received prior to 12:00 Noon . (Charlotte, North Carolina time or London, England time, as appropriateb) on a Business Day, in like funds as received, prior to the end of such Business Day and otherwise such Administrative Agent will distribute such payment to the Lenders entitled thereto on the next succeeding Business Day. Whenever any payment hereunder to be made hereunder, including without limitation any payment to be made on a Note, shall be stated to be due on a day that is not a Business Day, the due date thereof shall such payment may be extended to made on the next succeeding Business Day Day, and such extension of time shall in each case be included in the computation of the interest payable on such Note. (subject c) Unless otherwise provided in this Agreement, all payments or prepayments made or due hereunder or under the Notes shall be made in immediately available funds by federal funds wire transfer, and without setoff, deduction or counterclaim, to accrual of interest and fees the Agent prior to 11:00 A.M., Cleveland time, on the date when due, at its offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, or at such other place as may be designated by the Agent. Funds received after 11:00 A.M., Cleveland time, shall be deemed to have been received on the next Business Day. To the extent any such payment is made for the period ratable benefit of the Lenders, the Agent shall promptly distribute such extension)payment to the Lenders in accordance with their respective Ratable Shares.