Common use of Misdirected Payments; EOB’s Clause in Contracts

Misdirected Payments; EOB’s. Any payment with respect to an Account, whether in the form of check or other instrument, cash or wire transfer, received by the Providers which, pursuant to Section 4 hereof, should have been sent to either the Purchaser Lockbox or the Purchaser Lockbox Bank Account or the Provider Lockbox or the Provider Lockbox Bank Account shall be deemed a "MISDIRECTED PAYMENT." In the case of any Misdirected Payment, the Provider, at its sole cost and expense, shall promptly take all necessary steps described in paragraphs (a) through (d) of this Section 5 and, pending the delivery of any such payments as so provided, shall: (i) hold all such payments in trust for the Purchaser and (ii) segregate all such payments and not deposit the same in the account of any other person or entity other than as provided below nor commingle the same with the funds of the Provider or the funds of any other person or entity. (a) In the event that a Provider receives a Misdirected Payment from a Third Party Obligor in the form of a check or other instrument, the Provider shall, as applicable, either: (i) in the case of Non-Governmental Accounts, immediately deposit in the Purchaser Lockbox such check or other instrument, duly endorsed over to the Purchaser, together with the related EOB and the envelope in which such payment was received; or (ii) in the case of Governmental Accounts, immediately deposit in the Provider Lockbox such check or other instrument, together with the related EOB and the envelope in which such payment was received. In the event that a Provider receives a Misdirected Payment in the form of cash or wire transfer or other electronic transfer, the Provider shall immediately wire transfer the full amount of the Misdirected Payment directly into the Purchaser Lockbox Bank Account and shall simultaneously therewith send all related EOBs to the Purchaser Lockbox. All Misdirected Payments and EOBs shall be so deposited or wire transferred not later than the Provider's close of business on the fifth business day following its receipt of such Misdirected Payment or EOB. (b) If a Provider does not deposit or wire transfer a Misdirected Payment into the applicable Lockbox or the applicable Lockbox Bank Account, as applicable, in accordance with paragraph (a) above, by the close of business on the fifth business day following its receipt of a Misdirected Payment, then the Provider shall pay interest on such Misdirected Payment to the Purchaser, from such date until and including the date such Misdirected Payment is received in such Lockbox or Lockbox Bank Account, as the case may be, at a rate equal to eighteen percent (18%) per annum or the maximum rate legally permitted if less than such rate (the "ADDITIONAL CHARGE"). Such interest shall be payable on demand or, at the option of the Purchaser, in accordance with paragraph (c) below. For purposes of the foregoing, if a Misdirected Payment is in the form of a check or other instrument, the Provider shall be deemed to have received such Misdirected Payment on the date that is five (5) days after the postmark date on the envelope from the Third Party Obligor enclosing such check or instrument (or, if no such envelope is deposited in the applicable Lockbox, on the date that is five (5) days after the date of such check or other instrument). (c) The Purchaser shall have the right, without notice, to set-off or recoup the full amount of all Misdirected Payments (plus interest thereon at the Additional accrued or accruing in accordance with paragraph (b) above) against any amounts payable from time to time to a Provider pursuant to this Agreement. (d) Each Provider hereby agrees and consents that the Purchaser or Servicer, as the case may be, shall have the right to take such actions as are deemed by either of them to be necessary or appropriate to ensure that future payments from the Third Party Obligor of a Misdirected Payment shall be made in accordance with the notice previously delivered to such Third Party Obligor pursuant to paragraph 4.2 or 4.3 of this Agreement, including, without limitation by similarity or otherwise: (i) the Purchaser or Servicer executing on the Provider's behalf and delivering to such Third Party Obligor a new notice and (ii) the Purchaser or the Servicer contacting such Third Party Obligor by telephone to confirm the instructions previously set forth in the notice to such Third Party Obligor. Upon request, each Provider shall promptly (and, in any event, within one (1) business day from such request) take such actions as the Purchaser or Servicer may request.

Misdirected Payments; EOB’s. Any payment with respect to an Account, whether in the form of check or other instrument, cash or wire transfer, received by the Providers which, pursuant to Section 4 hereof, should have been sent to either the Purchaser Lockbox or the Purchaser Lockbox Bank Account or the Provider Lockbox or the Provider Lockbox Bank Account shall be deemed a "MISDIRECTED PAYMENT." In the case of any Misdirected Payment, the Provider, at its sole cost and expense, shall promptly take all necessary steps described in paragraphs (a) through (d) of this Section 5 and, pending the delivery of any such payments as so provided, shall: (i) hold all such payments in trust for the Purchaser and (ii) segregate all such payments and not deposit the same in the account of any other person or entity other than as provided below nor commingle the same with the funds of the Provider or the funds of any other person or entity. (a) In the event that a Provider any Loan Party receives a Misdirected Payment from a Third Party Obligor in the form of a check check, such Loan Party shall immediately send such Misdirected Payment, in the form received by such Loan Party, by overnight delivery service to the appropriate Lender Lockbox or other instrument, the Provider shallBorrower Lockbox, as applicable, either: (i) in the case of Non-Governmental Accounts, immediately deposit in the Purchaser Lockbox such check or other instrument, duly endorsed over to the Purchasermay be, together with the related EOB and the envelope in which such payment was received; or (ii) in the case of Governmental Accounts, immediately deposit in the Provider Lockbox such check or other instrument, together with the related EOB and the envelope in which such payment was received. In the event that a Provider Loan Party receives a Misdirected Payment in the form of cash or wire transfer or other electronic transfer, the Provider such Loan Party shall immediately wire transfer the full amount of the such Misdirected Payment directly into the Purchaser to a Lender Lockbox Bank Account and shall simultaneously therewith send all related EOBs to the Purchaser LockboxAccount. All Misdirected Payments and EOBs shall be so deposited or wire transferred not sent promptly upon receipt thereof, and in no event later than the Provider's close of business business, on the fifth business day following its first Business Day after receipt of such Misdirected Payment or EOBthereof. (b) If a Provider does not deposit or wire transfer a Misdirected Payment into the applicable Lockbox or the applicable Lockbox Bank Account, as applicable, in accordance with paragraph (a) above, by the close of business on the fifth business day following its receipt of a Misdirected Payment, then the Provider shall pay interest on such Misdirected Payment to the Purchaser, from such date until and including the date such Misdirected Payment is received in such Lockbox or Lockbox Bank Account, as the case may be, at a rate equal to eighteen percent (18%) per annum or the maximum rate legally permitted if less than such rate (the "ADDITIONAL CHARGE"). Such interest shall be payable on demand or, at the option of the Purchaser, in accordance with paragraph (c) below. For purposes of the foregoing, if a Misdirected Payment is in the form of a check or other instrument, the Provider shall be deemed to have received such Misdirected Payment on the date that is five (5) days after the postmark date on the envelope from the Third Each Loan Party Obligor enclosing such check or instrument (or, if no such envelope is deposited in the applicable Lockbox, on the date that is five (5) days after the date of such check or other instrument). (c) The Purchaser shall have the right, without notice, to set-off or recoup the full amount of all Misdirected Payments (plus interest thereon at the Additional accrued or accruing in accordance with paragraph (b) above) against any amounts payable from time to time to a Provider pursuant to this Agreement. (d) Each Provider hereby agrees and consents that to the Purchaser or ServicerAgent and/or the Collateral Manager taking such actions, solely during the continuation of an Event of Default, as the case may be, shall have the right to take such actions as are deemed by either of them to be reasonably necessary or appropriate to ensure that future payments from the Third Party Obligor of a Misdirected Payment shall be made in accordance with the notice Notice previously delivered to such Third Party Obligor pursuant to paragraph 4.2 or 4.3 of this AgreementObligor, including, without limitation limitation, to the maximum extent permitted by similarity or otherwise: law, (i) the Purchaser Agent, the Collateral Manager, their respective assigns or Servicer designees executing on the Provider's such Loan Party’s behalf and delivering to such Third Party Obligor a new notice Notice, and (ii) Agent, the Purchaser Collateral Manager, their respective assigns or the Servicer designees contacting such Third Party Obligor by telephone to confirm the instructions previously set forth in the notice Notice to such Third Party Obligor. Upon At any time, upon the Collateral Manager’s request, each Provider a Borrower shall promptly (and, and in any event, within one (1) business day two Business Days from such request) take such similar actions as the Purchaser or Servicer Collateral Manager may request.

Misdirected Payments; EOB’s. Any payment with respect to an Account, whether in the form of check or other instrument, cash or wire transfer, received by the Providers which, pursuant to Section 4 hereof, should have been sent to either the Purchaser Lockbox or the Purchaser Lockbox Bank Account or the Provider Lockbox or the Provider Lockbox Bank Account shall be deemed a "MISDIRECTED PAYMENT." In the case of any Misdirected Payment, the Provider, at its sole cost and expense, shall promptly take all necessary steps described in paragraphs (a) through (d) of this Section 5 and, pending the delivery of any such payments as so provided, shall: (i) hold all such payments in trust for the Purchaser and (ii) segregate all such payments and not deposit the same in the account of any other person or entity other than as provided below nor commingle the same with the funds of the Provider or the funds of any other person or entity. (a) In the event that a Provider any Borrower receives a Misdirected Payment from a Third Party Obligor in the form of a check check, such Borrower shall immediately send such Misdirected Payment, in the form received by such Borrower, by overnight delivery service to the appropriate Lender Lockbox or other instrument, the Provider shallBorrower Lockbox, as applicable, either: (i) in the case of Non-Governmental Accounts, immediately deposit in the Purchaser Lockbox such check or other instrument, duly endorsed over to the Purchasermay be, together with the related EOB and the envelope in which such payment was received; or (ii) in the case of Governmental Accounts, immediately deposit in the Provider Lockbox such check or other instrument, together with the related EOB and the envelope in which such payment was received. In the event that a Provider Borrower receives a Misdirected Payment in the form of cash or wire transfer or other electronic transfer, the Provider such Borrower shall immediately wire transfer the full amount of the such Misdirected Payment directly into the Purchaser to a Lender Lockbox Bank Account and shall simultaneously therewith send all related EOBs to the Purchaser LockboxAccount. All Misdirected Payments and EOBs shall be so deposited or wire transferred not sent promptly upon receipt thereof, and in no event later than the Provider's close of business business, on the fifth business day following its first Business Day after receipt of such Misdirected Payment or EOBthereof. (b) If a Provider does not deposit or wire transfer a Misdirected Payment into the applicable Lockbox or the applicable Lockbox Bank Account, as applicable, in accordance with paragraph (a) above, by the close of business on the fifth business day following its receipt of a Misdirected Payment, then the Provider shall pay interest on such Misdirected Payment to the Purchaser, from such date until and including the date such Misdirected Payment is received in such Lockbox or Lockbox Bank Account, as the case may be, at a rate equal to eighteen percent (18%) per annum or the maximum rate legally permitted if less than such rate (the "ADDITIONAL CHARGE"). Such interest shall be payable on demand or, at the option of the Purchaser, in accordance with paragraph (c) below. For purposes of the foregoing, if a Misdirected Payment is in the form of a check or other instrument, the Provider shall be deemed to have received such Misdirected Payment on the date that is five (5) days after the postmark date on the envelope from the Third Party Obligor enclosing such check or instrument (or, if no such envelope is deposited in the applicable Lockbox, on the date that is five (5) days after the date of such check or other instrument)[Intentionally Omitted.] (c) The Purchaser shall have the right, without notice, to set-off or recoup the full amount of all Misdirected Payments (plus interest thereon at the Additional accrued or accruing in accordance with paragraph (b) above) against any amounts payable from time to time to a Provider pursuant to this Agreement. (d) Each Provider Borrower hereby agrees and consents that to the Purchaser or ServicerLender taking such actions, solely during the continuation of an Event of Default, as the case may be, shall have the right to take such actions as are deemed by either of them to be reasonably necessary or appropriate to ensure that future payments from the Third Party Obligor of a Misdirected Payment shall be made in accordance with the notice Notice previously delivered to such Third Party Obligor pursuant to paragraph 4.2 or 4.3 of this AgreementObligor, including, without limitation limitation, to the maximum extent permitted by similarity or otherwise: law, (i) the Purchaser Lender, its assigns or Servicer designees, or any member of the Lender Group executing on the Provider's such Borrower’s behalf and delivering to such Third Party Obligor a new notice Notice, and (ii) the Purchaser Lender, its assigns or designees, or any member of the Servicer Lender Group contacting such Third Party Obligor by telephone to confirm the instructions previously set forth in the notice Notice to such Third Party Obligor. Upon At any time, upon the Lender’s request, each Provider a Borrower shall promptly (and, and in any event, within one (1) business day two Business Days from such request) take such similar actions as the Purchaser or Servicer Lender may request...

Misdirected Payments; EOB’s. Any payment with respect to an Account, whether in the form of check or other instrument, cash or wire transfer, received by the Providers which, pursuant to Section 4 hereof, should have been sent to either the Purchaser Lockbox or the Purchaser Lockbox Bank Account or the Provider Lockbox or the Provider Lockbox Bank Account shall be deemed a "MISDIRECTED PAYMENT." In the case of any Misdirected Payment, the Provider, at its sole cost and expense, shall promptly take all necessary steps described in paragraphs (a) through (d) of this Section 5 and, pending the delivery of any such payments as so provided, shall: (i) hold all such payments in trust for the Purchaser and (ii) segregate all such payments and not deposit the same in the account of any other person or entity other than as provided below nor commingle the same with the funds of the Provider or the funds of any other person or entity. (a) In the event that a Provider the Borrower receives an EOB or a Misdirected Payment from a Third Party Obligor in the form of a check or other instrumentcheck, the Provider shallBorrower shall immediately send such EOB or check to the appropriate Lender Lockbox or Borrower Lockbox, as applicable, either: (i) in the case of Non-Governmental Accounts, immediately deposit in the Purchaser Lockbox such check or other instrument, duly endorsed over to the Purchaser, together with the related EOB and the envelope in which such payment was received; or (ii) in the case of Governmental Accounts, immediately deposit in the Provider Lockbox such check or other instrument, together with the related EOB and the envelope in which such payment was receivedmay be. In the event that a Provider the Borrower receives a Misdirected Payment in the form of cash or wire transfer or other electronic transfer, the Provider Borrower shall immediately wire transfer the full amount of the such Misdirected Payment directly into the Purchaser appropriate Lender Lockbox Bank Account and shall simultaneously therewith send all related EOBs to the Purchaser LockboxAccount. All Misdirected Payments and EOBs shall be so deposited or wire transferred not sent promptly upon receipt thereof and in no event later than the Provider's close of business on the fifth business day following its receipt of such Misdirected Payment or EOB. (b) If a Provider does not deposit or wire transfer a Misdirected Payment into the applicable Lockbox or the applicable Lockbox Bank Account, as applicable, in accordance with paragraph (a) above, by the close of business on the fifth business day following its first Business Day after receipt of a Misdirected Payment, then the Provider shall pay interest on such Misdirected Payment to the Purchaser, from such date until and including the date such Misdirected Payment is received in such Lockbox or Lockbox Bank Account, as the case may be, at a rate equal to eighteen percent (18%) per annum or the maximum rate legally permitted if less than such rate (the "ADDITIONAL CHARGE"). Such interest shall be payable on demand or, at the option of the Purchaser, in accordance with paragraph (c) below. For purposes of the foregoing, if a Misdirected Payment is in the form of a check or other instrument, the Provider shall be deemed to have received such Misdirected Payment on the date that is five (5) days after the postmark date on the envelope from the Third Party Obligor enclosing such check or instrument (or, if no such envelope is deposited in the applicable Lockbox, on the date that is five (5) days after the date of such check or other instrument)thereof. (cb) The Purchaser Borrower shall have the right, without notice, to set-off or recoup the full amount of all Misdirected Payments (plus interest thereon at the Additional accrued or accruing in accordance with paragraph (b) above) against any amounts payable from time to time to a Provider pursuant to this Agreement. (d) Each Provider hereby agrees and consents that the Purchaser or Servicer, as the case may be, shall have the right to take such actions as are deemed by either of them to be reasonably necessary or appropriate as are reasonably requested by the Agent to ensure that future payments from the Third Party any Obligor of a Misdirected Payment shall be made in accordance with the notice any Notice previously delivered to such Third Party Obligor pursuant or, in the case of any Person which is an Insurer and has not previously been sent a Notice, to paragraph 4.2 a designated Lender Lockbox, in the case of checks and EOBs, or 4.3 a designated Lender Lockbox Account, in the case of this Agreementwire transfers, including, without limitation by similarity or otherwise: limitation, (i1) the Purchaser or Servicer executing on the Provider's behalf and delivering to such Third Party Obligor a new notice Notice in form and substance satisfactory to the Agent, and (ii2) the Purchaser or the Servicer contacting such Third Party Obligor by telephone to convey new directions for payment or to confirm the instructions previously set forth in the notice any Notice to such Third Party Obligor. Upon request, each Provider shall If the Borrower does not promptly (and, and in any event, within one (1) business day two Business Days from such the Agent’s request) take such actions or such similar actions as the Purchaser or Servicer Agent may request, then the Agent, its assigns or designees, or any member of the Lender Group, may, to the maximum extent permitted by law, execute and deliver such Notices, contact such Obligors to convey such instructions or directions, or take such similar actions as the Agent, its assigns or designees or any member of the Lender Group may, in its discretion, deem appropriate.

Misdirected Payments; EOB’s. Any payment with respect to an Account, whether in the form of check or other instrument, cash or wire transfer, received by the Providers which, pursuant to Section 4 hereof, should have been sent to either the Purchaser Lockbox or the Purchaser Lockbox Bank Account or the Provider Lockbox or the Provider Lockbox Bank Account shall be deemed a "MISDIRECTED PAYMENT." In the case of any Misdirected Payment, the Provider, at its sole cost and expense, shall promptly take all necessary steps described in paragraphs (a) through (d) of this Section 5 and, pending the delivery of any such payments as so provided, shall: (i) hold all such payments in trust for the Purchaser and (ii) segregate all such payments and not deposit the same in the account of any other person or entity other than as provided below nor commingle the same with the funds of the Provider or the funds of any other person or entity. (a) In the event that a Provider any Borrower receives an EOB or a Misdirected Payment from a Third Party Obligor in the form of a check such Borrower shall immediately send such EOB or other instrument, check to the Provider shall, appropriate Lender Lockbox or Borrower Lockbox as applicable, either: (i) in the case of Non-Governmental Accounts, immediately deposit in the Purchaser Lockbox such check or other instrument, duly endorsed over to the Purchaser, together with the related EOB and the envelope in which such payment was received; or (ii) in the case of Governmental Accounts, immediately deposit in the Provider Lockbox such check or other instrument, together with the related EOB and the envelope in which such payment was receivedmay be. In the event that a Provider any Borrower receives a Misdirected Payment in the form of cash or wire transfer or other electronic transfer, the Provider such Borrower shall immediately wire transfer the full amount of the such Misdirected Payment directly into the Purchaser appropriate Lender Lockbox Bank Account and shall simultaneously therewith send all related EOBs to the Purchaser LockboxAccount. All Misdirected Payments and EOBs shall be so deposited or wire transferred not sent promptly upon receipt thereof and in no event later than the Provider's close of business on the fifth business day following its receipt of such Misdirected Payment or EOB. (b) If a Provider does not deposit or wire transfer a Misdirected Payment into the applicable Lockbox or the applicable Lockbox Bank Account, as applicable, in accordance with paragraph (a) above, by the close of business on the fifth business day following its first Business Day after receipt of a Misdirected Payment, then the Provider shall pay interest on such Misdirected Payment to the Purchaser, from such date until and including the date such Misdirected Payment is received in such Lockbox or Lockbox Bank Account, as the case may be, at a rate equal to eighteen percent (18%) per annum or the maximum rate legally permitted if less than such rate (the "ADDITIONAL CHARGE"). Such interest shall be payable on demand or, at the option of the Purchaser, in accordance with paragraph (c) below. For purposes of the foregoing, if a Misdirected Payment is in the form of a check or other instrument, the Provider shall be deemed to have received such Misdirected Payment on the date that is five (5) days after the postmark date on the envelope from the Third Party Obligor enclosing such check or instrument (or, if no such envelope is deposited in the applicable Lockbox, on the date that is five (5) days after the date of such check or other instrument)thereof. (c) The Purchaser shall have the right, without notice, to set-off or recoup the full amount of all Misdirected Payments (plus interest thereon at the Additional accrued or accruing in accordance with paragraph (b) above) against any amounts payable from time to time to a Provider pursuant to this Agreement. (d) Each Provider hereby agrees and consents that the Purchaser or Servicer, as the case may be, Borrower shall have the right to take such actions as are deemed by either of them to be reasonably necessary or appropriate as are reasonably requested by the Agent to ensure that future payments from the Third Party any Obligor of a Misdirected Payment shall be made in accordance with the notice any Notice previously delivered to such Third Party Obligor pursuant or in the case of any Person which is an Insurer and has not previously been sent a Notice to paragraph 4.2 a designated Lender Lockbox in the case of checks and EOBs or 4.3 a designated Lender Lockbox Account in the case of this Agreement, including, wire transfers including without limitation by similarity or otherwise: (i1) the Purchaser or Servicer executing on the Provider's behalf and delivering to such Third Party Obligor a new notice Notice in form and substance satisfactory to the Agent and (ii2) the Purchaser or the Servicer contacting such Third Party Obligor by telephone to convey new directions for payment or to confirm the instructions previously set forth in the notice any Notice to such Third Party Obligor. Upon request, each Provider shall If such Borrower does not promptly (and, and in any event, event within one (1) business day two Business Days from such the Agent’s request) take such actions or such similar actions as the Purchaser Agent may request then the Agent its assigns or Servicer designees or any member of the Lender Group may request.to the maximum extent permitted by law execute and deliver such Notices contact such Obligors to convey such instructions or directions or take such similar actions as the Agent its assigns or designees or any member of the Lender Group may in its discretion deem appropriate. \39109424

Misdirected Payments; EOB’s. Any payment with respect to an Account, whether in the form of check or other instrument, cash or wire transfer, received by the Providers which, pursuant to Section 4 hereof, should have been sent to either the Purchaser Lockbox or the Purchaser Lockbox Bank Account or the Provider Lockbox or the Provider Lockbox Bank Account shall be deemed a "MISDIRECTED PAYMENT." In the case of any Misdirected Payment, the Provider, at its sole cost and expense, shall promptly take all necessary steps described in paragraphs (a) through (d) of this Section 5 and, pending the delivery of any such payments as so provided, shall: (i) hold all such payments in trust for the Purchaser and (ii) segregate all such payments and not deposit the same in the account of any other person or entity other than as provided below nor commingle the same with the funds of the Provider or the funds of any other person or entity. (a) In the event that a the Provider receives an EOB or a Misdirected Payment from a Third Party Obligor an Insurer in the form of a check or other instrumentcheck, the Provider shall, as applicable, either: (i) in the case of Non-Governmental Accounts, immediately deposit in shall send to the Purchaser Lockbox such check or other instrument, duly endorsed over to the PurchaserMisdirected Payment, together with the related EOB and the envelope in which such payment was received; , by messenger, courier or (ii) in overnight mail, duly indorsed over to the case of Governmental Accounts, immediately deposit in the Provider Lockbox such check or other instrument, together with the related EOB and the envelope in which such payment was receivedPurchaser. In the event that the Provider receives a Misdirected Payment from a Governmental Entity in the form of cash or a check, the Provider shall send to the Provider Lockbox such Misdirected Payment by messenger, courier or overnight mail together with the EOB. In the event the Provider receives a Misdirected Payment in the form of cash or a wire transfer or other electronic transfer, the Provider shall immediately wire transfer the full amount of the such Misdirected Payment directly into the Purchaser Lockbox Bank Account and shall simultaneously therewith send all related EOBs to the Purchaser LockboxAccount. All such Misdirected Payments and EOBs EOB's shall be so deposited or wire transferred not sent promptly upon receipt thereof, and in no event later than the Provider's close of business 11:00 A.M., local time, on the fifth business day following its first Business Day after receipt of such Misdirected Payment or EOBthereof. (b) If a Provider does not deposit Misdirected Payment in the form of a check is received by the Purchaser more than six days after the postmark date on the envelope enclosing a check from the Obligor (or, if no such envelope is sent to the Purchaser Lockbox Account by the Provider, more than six days after the date of such check or wire transfer a Misdirected Payment into the applicable Lockbox or the applicable Lockbox Bank Account, as applicable, in accordance with paragraph (a) above, by the close of business on the fifth business day following its receipt of a Misdirected Paymentrespect thereto), then the Provider shall pay interest on such Misdirected Payment to the Purchaser, Purchaser from such date until sixth subsequent day to and including the date such Misdirected Payment check is received in such the Purchaser Lockbox or Lockbox Bank Account, as the case may be, at a rate equal to eighteen percent (18%) per annum or the maximum rate legally permitted if less than such rate (the "ADDITIONAL CHARGE"). Such interest shall be payable on demand or, at the option of the Purchaser, Annual Yield then in accordance with paragraph (c) below. For purposes of the foregoing, if a Misdirected Payment is in the form of a check or other instrument, the Provider shall be deemed to have received such Misdirected Payment on the date that is five (5) days after the postmark date on the envelope from the Third Party Obligor enclosing such check or instrument (or, if no such envelope is deposited in the applicable Lockbox, on the date that is five (5) days after the date of such check or other instrument)effect. (c) The Purchaser shall have the right, without notice, to set-off or recoup the full amount of all Misdirected Payments (plus interest thereon at the Additional accrued or accruing in accordance with paragraph (b) above) against any amounts payable from time to time to a Provider pursuant to this Agreement. (d) Each Provider hereby agrees and consents that to the Purchaser or Servicer, as directing the case may be, shall have the right Primary Servicer to take such actions as are deemed by either of them to be reasonably necessary or appropriate to ensure that future payments from the Third Party Obligor of a Misdirected Payment shall be made in accordance with the notice intent of Article II hereof and any Notice previously delivered to such Third Party Obligor pursuant to paragraph 4.2 or 4.3 of this AgreementObligor, including, without limitation by similarity or otherwise: limitation, (i) the Purchaser or Servicer executing on the Provider's behalf and delivering to such Third Party Obligor a new notice Notice, and (ii) the Purchaser or the Servicer contacting such Third Party Obligor by telephone to confirm the instructions previously set forth in the notice Notice to such Third Party Obligor. Upon the Purchaser's request, each the Provider shall promptly (and, and in any event, within one (1) business day two Business Days from such request) take such similar actions as the Purchaser or Servicer may reasonably request.

Misdirected Payments; EOB’s. Any payment with respect to an Account, whether in the form of check or other instrument, cash or wire transfer, received by the Providers which, pursuant to Section 4 hereof, should have been sent to either the Purchaser Lockbox or the Purchaser Lockbox Bank Account or the Provider Lockbox or the Provider Lockbox Bank Account shall be deemed a "MISDIRECTED PAYMENT." In the case of any Misdirected Payment, the Provider, at its sole cost and expense, shall promptly take all necessary steps described in paragraphs (a) through (d) of this Section 5 and, pending the delivery of any such payments as so provided, shall: (i) hold all such payments in trust for the Purchaser and (ii) segregate all such payments and not deposit the same in the account of any other person or entity other than as provided below nor commingle the same with the funds of the Provider or the funds of any other person or entity. (a) In the event that a Provider receives an EOB or a Misdirected Payment from a Third Party Obligor in the form of a check check, such Provider shall immediately send such Misdirected Payment by overnight delivery service to the appropriate Purchaser Lockbox or other instrument, the Provider shallLockbox, as applicable, either: (i) in the case of Non-Governmental Accounts, immediately deposit in the Purchaser Lockbox such check or other instrument, duly endorsed over to the Purchasermay be, together with the related EOB and the envelope in which such payment was received; or (ii) in the case of Governmental Accounts, immediately deposit in the Provider Lockbox such check or other instrument, together with the related EOB and the envelope in which such payment was received. In the event that a Provider receives a Misdirected Payment in the form of cash or wire transfer or other electronic transfer, the such Provider shall immediately wire transfer the full amount of the such Misdirected Payment directly into the Purchaser Lockbox Bank Account and shall simultaneously therewith send all related EOBs to the Purchaser LockboxAccount. All Misdirected Payments and EOBs EOB's shall be so deposited or wire transferred not sent promptly upon receipt thereof, and in no event later than the Provider's close of business business, on the fifth business day following its first Business Day after receipt of such Misdirected Payment or EOBthereof. (b) If a Provider does not deposit Misdirected Payment in the form of a check is received by the Purchaser more than six days after the postmark date on the envelope enclosing a check from the Obligor (or, if no such envelope is sent to the Purchaser Lockbox Account by a Provider, more than six days after the date of such check or wire transfer a Misdirected Payment into the applicable Lockbox or the applicable Lockbox Bank Account, as applicable, in accordance with paragraph (a) above, by the close of business on the fifth business day following its receipt of a Misdirected Paymentrespect thereto), then the Provider Providers shall pay interest on such Misdirected Payment to the Purchaser, Purchaser from such date until sixth subsequent day to and including the date such Misdirected Payment check is received in such the Purchaser Lockbox or Lockbox Bank Account, as the case may be, at a rate equal to eighteen percent the LIBO Rate then in effect under the Loan Agreement (18%) per annum or the maximum rate legally permitted if less than such rate (the "ADDITIONAL CHARGE"). Such interest shall be payable on demand or, at the option of the Purchaser, in accordance with paragraph (c) below. For purposes of the foregoing, if a Misdirected Payment is in the form of a check or other instrument, the Provider shall be deemed to have received such Misdirected Payment on the date that is five (5) days after the postmark date on the envelope from the Third Party Obligor enclosing such check or instrument (or, if no such envelope is deposited in the applicable Lockbox, on the date that is five (5) days after the date of such check or other instrumentrate). (c) The Purchaser shall have the right, without notice, to set-off or recoup the full amount of all Misdirected Payments (plus interest thereon at the Additional accrued or accruing in accordance with paragraph (b) above) against any amounts payable from time to time to a Provider pursuant to this Agreement. (d) Each Provider hereby agrees and consents that to the Purchaser or Servicer, as the case may be, shall have the right to take taking such actions as are deemed by either of them to be reasonably necessary or appropriate to ensure that future payments from the Third Party Obligor of a Misdirected Payment shall be made in accordance with the notice Notice previously delivered to such Third Party Obligor pursuant to paragraph 4.2 or 4.3 of this AgreementObligor, including, without limitation limitation, to the maximum extent permitted by similarity or otherwise: law, (i) any member of the Purchaser or Servicer Daiwa Group executing on the a Provider's behalf and delivering to such Third Party Obligor a new notice Notice, and (ii) any member of the Purchaser or the Servicer Daiwa Group contacting such Third Party Obligor by telephone to confirm the instructions previously set forth in the notice Notice to such Third Party Obligor. Upon the Purchaser's request, each a Provider shall promptly (and, and in any event, within one (1) business day two Business Days from such request) take such similar actions as the Purchaser or Servicer may request.

Misdirected Payments; EOB’s. Any payment with respect to an Account, whether in the form of check or other instrument, cash or wire transfer, received by the Providers which, pursuant to Section 4 hereof, should have been sent to either the Purchaser Lockbox or the Purchaser Lockbox Bank Account or the Provider Lockbox or the Provider Lockbox Bank Account shall be deemed a "MISDIRECTED PAYMENT." In the case of any Misdirected Payment, the Provider, at its sole cost and expense, shall promptly take all necessary steps described in paragraphs (a) through (d) of this Section 5 and, pending the delivery of any such payments as so provided, shall: (i) hold all such payments in trust for the Purchaser and (ii) segregate all such payments and not deposit the same in the account of any other person or entity other than as provided below nor commingle the same with the funds of the Provider or the funds of any other person or entity. (a) In the event that a any Provider receives an EOB or a Misdirected Payment from a Third Party Obligor in the form of a check check, such Provider shall immediately send or other instrumentdeposit such Misdirected Payment, in the Provider shallform received by such Provider, by hand or overnight delivery service to the Local Purchaser Account or Government Lockbox, as applicable, either: (i) in the case of Non-Governmental Accounts, immediately deposit in the Purchaser Lockbox such check or other instrument, duly endorsed over to the Purchasermay be, together with the related EOB and the envelope in which such payment was received; or (ii) in the case of Governmental Accounts, immediately deposit in the Provider Lockbox such check or other instrument, together with the related EOB and the envelope in which such payment was received. In the event that a any Provider receives a Misdirected Payment in the form of cash or wire transfer or other electronic transfer, the such Provider shall immediately wire transfer the full amount of the such Misdirected Payment directly into the Purchaser Lockbox Bank Account and shall simultaneously therewith send all related EOBs to the Primary Purchaser LockboxAccount. All Misdirected Payments and EOBs EOB's shall be so deposited or wire transferred not sent promptly upon receipt thereof, and in no event later than the Provider's close of business business, on the fifth business day following its first Business Day after receipt of such Misdirected Payment or EOBthereof. (ba) If a Provider does not deposit Misdirected Payment in the form of a check is received by the Purchaser more than six days after the postmark date on the envelope enclosing a check from the Obligor (or, if no such envelope is sent to the Government Lockbox by a Provider, more than six days after the date of such check or wire transfer a Misdirected Payment into the applicable Lockbox or the applicable Lockbox Bank Account, as applicable, in accordance with paragraph (a) above, by the close of business on the fifth business day following its receipt of a Misdirected Paymentrespect thereto), then the Provider Providers shall pay interest on such Misdirected Payment to the Purchaser, Purchaser from such date until sixth subsequent day to and including the date such Misdirected Payment check is received in such Lockbox or Lockbox Bank the Primary Purchaser Account, as the case may be, at a rate equal to eighteen percent (18%) per annum or the maximum interest rate legally permitted if less than such rate (then in effect under the "ADDITIONAL CHARGE"). Such interest shall be payable on demand or, at the option of the Purchaser, in accordance with paragraph (c) below. For purposes of the foregoing, if a Misdirected Payment is in the form of a check or other instrument, the Provider shall be deemed to have received such Misdirected Payment on the date that is five (5) days after the postmark date on the envelope from the Third Party Obligor enclosing such check or instrument (or, if no such envelope is deposited in the applicable Lockbox, on the date that is five (5) days after the date of such check or other instrument). (c) The Purchaser shall have the right, without notice, to set-off or recoup the full amount of all Misdirected Payments (plus interest thereon at the Additional accrued or accruing in accordance with paragraph (b) above) against any amounts payable from time to time to a Provider pursuant to this Loan Agreement. (db) Each Provider hereby agrees and consents that to the Purchaser or Servicer, as the case may be, shall have the right to take taking such actions as are deemed by either of them to be reasonably necessary or appropriate to ensure that future payments from the Third Party Obligor of a Misdirected Payment shall be made in accordance with the notice Notice previously delivered to such Third Party Obligor pursuant to paragraph 4.2 or 4.3 Obligor, or, if no Notice was provided, in accordance with the provisions of this AgreementSections 2.01 and 2.02, including, without limitation limitation, to the maximum extent permitted by similarity or otherwise: law, (i) the Purchaser Purchaser, its assigns or Servicer designees, or the Program Manager executing on the such Provider's behalf and delivering to such Third Party Obligor a new notice Notice, and (ii) the Purchaser Purchaser, its assigns or designees, or the Servicer Program Manager contacting such Third Party Obligor by telephone to confirm the instructions previously set forth in the notice Notice to such Third Party Obligor. Upon the Purchaser's request, each such Provider shall promptly (and, and in any event, within one (1) business day two Business Days from such request) take such similar actions as the Purchaser or Servicer may request.

Misdirected Payments; EOB’s. Any payment with respect to an Account, whether in the form of check or other instrument, cash or wire transfer, received by the Providers which, pursuant to Section 4 hereof, should have been sent to either the Purchaser Lockbox or the Purchaser Lockbox Bank Account or the Provider Lockbox or the Provider Lockbox Bank Account shall be deemed a "MISDIRECTED PAYMENT." In the case of any Misdirected Payment, the Provider, at its sole cost and expense, shall promptly take all necessary steps described in paragraphs (a) through (d) of this Section 5 and, pending the delivery of any such payments as so provided, shall: (i) hold all such payments in trust for the Purchaser and (ii) segregate all such payments and not deposit the same in the account of any other person or entity other than as provided below nor commingle the same with the funds of the Provider or the funds of any other person or entity. (a) In the event that a Provider any Borrower receives an EOB or a Misdirected Payment from a Third Party Obligor in the form of a check, such Borrower shall immediately send such EOB or check to the appropriate Lender Lockbox or other instrument, the Provider shallBorrower Lockbox, as applicable, either: (i) in the case of Non-Governmental Accounts, immediately deposit in the Purchaser Lockbox such check or other instrument, duly endorsed over to the Purchaser, together with the related EOB and the envelope in which such payment was received; or (ii) in the case of Governmental Accounts, immediately deposit in the Provider Lockbox such check or other instrument, together with the related EOB and the envelope in which such payment was receivedmay be. In the event that a Provider any Borrower receives a Misdirected Payment in the form of cash or wire transfer or other electronic transfer, the Provider such Borrower shall immediately wire transfer the full amount of the such Misdirected Payment directly into the Purchaser appropriate Lender Lockbox Bank Account and shall simultaneously therewith send all related EOBs to the Purchaser LockboxAccount. All Misdirected Payments and EOBs shall be so deposited or wire transferred not sent promptly upon receipt thereof and in no event later than the Provider's close of business on the fifth business day following its receipt of such Misdirected Payment or EOB. (b) If a Provider does not deposit or wire transfer a Misdirected Payment into the applicable Lockbox or the applicable Lockbox Bank Account, as applicable, in accordance with paragraph (a) above, by the close of business on the fifth business day following its first Business Day after receipt of a Misdirected Payment, then the Provider shall pay interest on such Misdirected Payment to the Purchaser, from such date until and including the date such Misdirected Payment is received in such Lockbox or Lockbox Bank Account, as the case may be, at a rate equal to eighteen percent (18%) per annum or the maximum rate legally permitted if less than such rate (the "ADDITIONAL CHARGE"). Such interest shall be payable on demand or, at the option of the Purchaser, in accordance with paragraph (c) below. For purposes of the foregoing, if a Misdirected Payment is in the form of a check or other instrument, the Provider shall be deemed to have received such Misdirected Payment on the date that is five (5) days after the postmark date on the envelope from the Third Party Obligor enclosing such check or instrument (or, if no such envelope is deposited in the applicable Lockbox, on the date that is five (5) days after the date of such check or other instrument)thereof. (c) The Purchaser shall have the right, without notice, to set-off or recoup the full amount of all Misdirected Payments (plus interest thereon at the Additional accrued or accruing in accordance with paragraph (b) above) against any amounts payable from time to time to a Provider pursuant to this Agreement. (d) Each Provider hereby agrees and consents that the Purchaser or Servicer, as the case may be, Borrower shall have the right to take such actions as are deemed by either of them to be reasonably necessary or appropriate as are reasonably requested by the Lender to ensure that future payments from the Third Party any Obligor of a Misdirected Payment shall be made in accordance with the notice any Notice previously delivered to such Third Party Obligor pursuant or, in the case of any Person which is an Insurer and has not previously been sent a Notice, to paragraph 4.2 a designated Lender Lockbox, in the case of checks and EOBs, or 4.3 a designated Lender Lockbox Account, in the case of this Agreementwire transfers, including, without limitation by similarity or otherwise: limitation, (i1) the Purchaser or Servicer executing on the Provider's behalf and delivering to such Third Party Obligor a new notice Notice in form and substance satisfactory to the Lender, and (ii2) the Purchaser or the Servicer contacting such Third Party Obligor by telephone to convey new directions for payment or to confirm the instructions previously set forth in the notice any Notice to such Third Party Obligor. Upon request, each Provider shall If such Borrower does not promptly (and, and in any event, within one (1) business day two Business Days from such the Lender’s request) take such actions or such similar actions as the Purchaser or Servicer Lender may request, then the Lender, its assigns or designees, or any member of the Lender Group, may, to the maximum extent permitted by law, execute and deliver such Notices, contact such Obligors to convey such instructions or directions, or take such similar actions as the Lender, its assigns or designees or any member of the Lender Group may, in its discretion, deem appropriate.