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

Misdirected Payments; EOB’s. (a) In the event that any Loan Party receives a Misdirected Payment in the form of a 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 Borrower Lockbox, as the case may be, together with the envelope in which such payment was received. In the event a Loan Party receives a Misdirected Payment in the form of cash or wire transfer, such Loan Party shall immediately wire transfer the amount of such Misdirected Payment directly to a Lender Lockbox Account. All Misdirected Payments shall be sent promptly upon receipt thereof, and in no event later than the close of business, on the first Business Day after receipt thereof. (b) Each Loan Party hereby agrees and consents to the Agent and/or the Collateral Manager taking such actions, solely during the continuation of an Event of Default, as are reasonably necessary to ensure that future payments from the Obligor of a Misdirected Payment shall be made in accordance with the Notice previously delivered to such Obligor, including, without limitation, to the maximum extent permitted by law, (i) the Agent, the Collateral Manager, their respective assigns or designees executing on such Loan Party’s behalf and delivering to such Obligor a new Notice, and (ii) Agent, the Collateral Manager, their respective assigns or designees contacting such Obligor by telephone to confirm the instructions previously set forth in the Notice to such Obligor. At any time, upon the Collateral Manager’s request, a Borrower shall promptly (and in any event, within two Business Days from such request) take such similar actions as the 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 any Loan Party a Provider receives a Misdirected Payment from a Third Party Obligor in the form of a checkcheck or other instrument, such Loan Party shall immediately send such Misdirected Paymentthe Provider shall, as applicable, either: (i) in the form received by case of Non-Governmental Accounts, immediately deposit in the Purchaser Lockbox such Loan Partycheck or other instrument, by overnight delivery service duly endorsed over to the appropriate Lender Lockbox or Borrower Lockbox, as the case may bePurchaser, 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 Loan Party Provider receives a Misdirected Payment in the form of cash or wire transfer or other electronic transfer, such Loan Party 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 directly to a Lender Lockbox Account. All Misdirected Payments shall be sent promptly upon receipt thereof, and in no event later than the close of business, on the first Business Day after receipt thereofor 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 Loan Party Provider hereby agrees and consents to that the Agent and/or the Collateral Manager taking such actions, solely during the continuation of an Event of DefaultPurchaser or Servicer, as the case may be, shall have the right to take such actions as are reasonably 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 notice previously delivered to such ObligorThird Party Obligor pursuant to paragraph 4.2 or 4.3 of this Agreement, including, without limitation, to the maximum extent permitted limitation by law, similarity or otherwise: (i) the Agent, the Collateral Manager, their respective assigns Purchaser or designees Servicer executing on such Loan Party’s the Provider's behalf and delivering to such Third Party Obligor a new Notice, notice and (ii) Agent, the Collateral Manager, their respective assigns Purchaser or designees 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. At any time, upon the Collateral Manager’s Upon request, a Borrower each Provider shall promptly (and and, in any event, within two Business Days one (1) business day from such request) take such similar actions as the Collateral Manager Purchaser or Servicer may request.

Misdirected Payments; EOB’s. (a) In the event that any Loan Party Borrower receives a Misdirected Payment in the form of a check, such Loan Party Borrower shall immediately send such Misdirected Payment, in the form received by such Loan PartyBorrower, by overnight delivery service to the appropriate Lender Lockbox or Borrower Lockbox, as the case may be, together with the envelope in which such payment was received. In the event a Loan Party Borrower receives a Misdirected Payment in the form of cash or wire transfer, such Loan Party Borrower shall immediately wire transfer the amount of such Misdirected Payment directly to a Lender Lockbox Account. All Misdirected Payments shall be sent promptly upon receipt thereof, and in no event later than the close of business, on the first Business Day after receipt thereof. (b) [Intentionally Omitted.] (c) Each Loan Party Borrower hereby agrees and consents to the Agent and/or the Collateral Manager Lender taking such actions, solely during the continuation of an Event of Default, as are reasonably necessary to ensure that future payments from the Obligor of a Misdirected Payment shall be made in accordance with the Notice previously delivered to such Obligor, including, without limitation, to the maximum extent permitted by law, (i) the AgentLender, the Collateral Manager, their respective its assigns or designees designees, or any member of the Lender Group executing on such Loan PartyBorrower’s behalf and delivering to such Obligor a new Notice, and (ii) Agentthe Lender, the Collateral Manager, their respective its assigns or designees designees, or any member of the Lender Group contacting such Obligor by telephone to confirm the instructions previously set forth in the Notice to such Obligor. At any time, upon the Collateral ManagerLender’s request, a Borrower shall promptly (and in any event, within two Business Days from such request) take such similar actions as the Collateral Manager Lender may request...

Misdirected Payments; EOB’s. (a) In the event that any Loan Party Provider receives an EOB or a Misdirected Payment in the form of a check, such Loan Party Provider shall immediately send or deposit such Misdirected Payment, in the form received by such Loan PartyProvider, by hand or overnight delivery service to the appropriate Lender Lockbox Local Purchaser Account or Borrower Government Lockbox, as the case may be, together with the EOB and the envelope in which such payment was received. In the event a Loan Party that any Provider receives a Misdirected Payment in the form of cash or wire transfer, such Loan Party Provider shall immediately wire transfer the amount of such Misdirected Payment directly to a Lender Lockbox the Primary Purchaser Account. All Misdirected Payments and EOB's shall be sent promptly upon receipt thereof, and in no event later than the close of business, on the first Business Day after receipt thereof. (a) If a 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 with respect thereto), then the Providers shall pay interest on such Misdirected Payment to the Purchaser from such sixth subsequent day to and including the date such check is received in the Primary Purchaser Account, at a rate equal to the interest rate then in effect under the Loan Agreement. (b) Each Loan Party Provider hereby agrees and consents to the Agent and/or the Collateral Manager Purchaser taking such actions, solely during the continuation of an Event of Default, actions as are reasonably necessary to ensure that future payments from the Obligor of a Misdirected Payment shall be made in accordance with the Notice previously delivered to such Obligor, or, if no Notice was provided, in accordance with the provisions of Sections 2.01 and 2.02, including, without limitation, to the maximum extent permitted by law, (i) the AgentPurchaser, the Collateral Manager, their respective its assigns or designees designees, or the Program Manager executing on such Loan Party’s Provider's behalf and delivering to such Obligor a new Notice, and (ii) Agentthe Purchaser, the Collateral Manager, their respective its assigns or designees designees, or the Program Manager contacting such Obligor by telephone to confirm the instructions previously set forth in the Notice to such Obligor. At any time, upon Upon the Collateral Manager’s Purchaser's request, a Borrower such Provider shall promptly (and in any event, within two Business Days from such request) take such similar actions as the Collateral Manager Purchaser may request.

Misdirected Payments; EOB’s. (a) In the event that any Loan Party the Provider receives an EOB or a Misdirected Payment from an Insurer in the form of a check, the Provider shall send to the Purchaser Lockbox such Misdirected Payment, together with the EOB and the envelope in which such payment was received, by messenger, courier or overnight mail, duly indorsed over to the Purchaser. 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 a 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 Borrower Lockbox, as the case may be, together with the envelope in which such payment was received. In the event a Loan Party receives a Misdirected Payment in the form of cash or wire transfer, such Loan Party the Provider shall immediately wire transfer the amount of such Misdirected Payment directly to a Lender into the Purchaser Lockbox Account. All such Misdirected Payments and EOB's shall be sent promptly upon receipt thereof, and in no event later than the close of business11:00 A.M., local time, on the first Business Day after receipt thereof. (b) Each Loan Party If a 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 with respect thereto), then the Provider shall pay interest on such Misdirected Payment to the Purchaser from such sixth subsequent day to and including the date such check is received in the Purchaser Lockbox Account, at the Annual Yield then in effect. (c) The Provider hereby agrees and consents to the Agent and/or Purchaser directing the Collateral Manager taking Primary Servicer to take such actions, solely during the continuation of an Event of Default, actions as are reasonably necessary to ensure that future payments from the Obligor of a Misdirected Payment shall be made in accordance with the intent of Article II hereof and any Notice previously delivered to such Obligor, including, without limitation, to the maximum extent permitted by law, (i) the Agent, the Collateral Manager, their respective assigns or designees executing on such Loan Party’s the Provider's behalf and delivering to such Obligor a new Notice, and (ii) Agent, the Collateral Manager, their respective assigns or designees contacting such Obligor by telephone to confirm the instructions previously set forth in the Notice to such Obligor. At any time, upon Upon the Collateral Manager’s Purchaser's request, a Borrower the Provider shall promptly (and in any event, within two Business Days from such request) take such similar actions as the Collateral Manager Purchaser may reasonably request.

Misdirected Payments; EOB’s. (a) In the event that any Loan Party Borrower receives an EOB or a Misdirected Payment in the form of a check, check such Loan Party Borrower shall immediately send such Misdirected Payment, in the form received by such Loan Party, by overnight delivery service EOB or check to the appropriate Lender Lockbox or Borrower Lockbox, Lockbox as the case may be, together with the envelope in which such payment was received. In the event a Loan Party that any Borrower receives a Misdirected Payment in the form of cash or wire transfer, transfer such Loan Party Borrower shall immediately wire transfer the amount of such Misdirected Payment directly to a into the appropriate Lender Lockbox Account. All Misdirected Payments shall be sent promptly upon receipt thereof, thereof and in no event later than the close of business, business on the first Business Day after receipt thereof. (b) Each Loan Party hereby agrees and consents to the Agent and/or the Collateral Manager taking Borrower shall take such actions, solely during the continuation of an Event of Default, actions as are reasonably necessary or as are reasonably requested by the Agent to ensure that future payments from the any Obligor of a Misdirected Payment shall be made in accordance with the any Notice previously delivered to such Obligor, including, Obligor or in the case of any Person which is an Insurer and has not previously been sent a Notice to a designated Lender Lockbox in the case of checks and EOBs or a designated Lender Lockbox Account in the case of wire transfers including without limitation, to the maximum extent permitted by law, limitation (i1) the Agent, the Collateral Manager, their respective assigns or designees executing on such Loan Party’s behalf and delivering to such Obligor a new Notice, Notice in form and substance satisfactory to the Agent and (ii2) Agent, the Collateral Manager, their respective assigns or designees contacting such Obligor by telephone to convey new directions for payment or to confirm the instructions previously set forth in the any Notice to such Obligor. At any time, upon the Collateral Manager’s request, a If such Borrower shall does not promptly (and in any event, event within two Business Days from such the Agent’s request) take such actions or such similar actions as the 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 Collateral Manager Agent its assigns or designees or any member of the Lender Group may request.in its discretion deem appropriate. \39109424

Misdirected Payments; EOB’s. (a) In the event that any Loan Party Borrower receives an EOB or a Misdirected Payment in the form of a check, such Loan Party Borrower shall immediately send such Misdirected Payment, in the form received by such Loan Party, by overnight delivery service EOB or check to the appropriate Lender Lockbox or Borrower Lockbox, as the case may be, together with the envelope in which such payment was received. In the event a Loan Party that any Borrower receives a Misdirected Payment in the form of cash or wire transfer, such Loan Party Borrower shall immediately wire transfer the amount of such Misdirected Payment directly to a into the appropriate Lender Lockbox Account. All Misdirected Payments shall be sent promptly upon receipt thereof, thereof and in no event later than the close of business, business on the first Business Day after receipt thereof. (b) Each Loan Party hereby agrees and consents to the Agent and/or the Collateral Manager taking Borrower shall take such actions, solely during the continuation of an Event of Default, actions as are reasonably necessary or as are reasonably requested by the Lender to ensure that future payments from the any Obligor of a Misdirected Payment shall be made in accordance with the any Notice previously delivered to such ObligorObligor or, in the case of any Person which is an Insurer and has not previously been sent a Notice, to a designated Lender Lockbox, in the case of checks and EOBs, or a designated Lender Lockbox Account, in the case of wire transfers, including, without limitation, to the maximum extent permitted by law, (i1) the Agent, the Collateral Manager, their respective assigns or designees executing on such Loan Party’s behalf and delivering to such Obligor a new NoticeNotice in form and substance satisfactory to the Lender, and (ii2) Agent, the Collateral Manager, their respective assigns or designees contacting such Obligor by telephone to convey new directions for payment or to confirm the instructions previously set forth in the any Notice to such Obligor. At any time, upon the Collateral Manager’s request, a If such Borrower shall does not promptly (and in any event, within two Business Days from such the Lender’s request) take such actions or such similar actions as the 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 Collateral Manager may requestLender, its assigns or designees or any member of the Lender Group may, in its discretion, deem appropriate.

Misdirected Payments; EOB’s. (a) In the event that any Loan Party a Provider receives an EOB or a Misdirected Payment in the form of a check, such Loan Party Provider shall immediately send such Misdirected Payment, in the form received by such Loan Party, Payment by overnight delivery service to the appropriate Lender Purchaser Lockbox or Borrower Provider Lockbox, as the case may be, together with the EOB and the envelope in which such payment was received. In the event a Loan Party Provider receives a Misdirected Payment in the form of cash or wire transfer, such Loan Party Provider shall immediately wire transfer the amount of such Misdirected Payment directly to a Lender into the Purchaser Lockbox Account. All Misdirected Payments and EOB's shall be sent promptly upon receipt thereof, and in no event later than the close of business, on the first Business Day after receipt thereof. (b) If a 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 with respect thereto), then the Providers shall pay interest on such Misdirected Payment to the Purchaser from such sixth subsequent day to and including the date such check is received in the Purchaser Lockbox Account, at a rate equal to the LIBO Rate then in effect under the Loan Agreement (or the maximum rate legally permitted if less than such rate). (c) Each Loan Party Provider hereby agrees and consents to the Agent and/or the Collateral Manager Purchaser taking such actions, solely during the continuation of an Event of Default, actions as are reasonably necessary to ensure that future payments from the Obligor of a Misdirected Payment shall be made in accordance with the Notice previously delivered to such Obligor, including, without limitation, to the maximum extent permitted by law, (i) any member of the Agent, the Collateral Manager, their respective assigns or designees Daiwa Group executing on such Loan Party’s a Provider's behalf and delivering to such Obligor a new Notice, and (ii) Agent, any member of the Collateral Manager, their respective assigns or designees Daiwa Group contacting such Obligor by telephone to confirm the instructions previously set forth in the Notice to such Obligor. At any time, upon Upon the Collateral Manager’s Purchaser's request, a Borrower Provider shall promptly (and in any event, within two Business Days from such request) take such similar actions as the Collateral Manager Purchaser may request.

Misdirected Payments; EOB’s. (a) In the event that any Loan Party the Borrower receives an EOB or a Misdirected Payment in the form of a check, such Loan Party the Borrower shall immediately send such Misdirected Payment, in the form received by such Loan Party, by overnight delivery service EOB or check to the appropriate Lender Lockbox or Borrower Lockbox, as the case may be, together with the envelope in which such payment was received. In the event a Loan Party that the Borrower receives a Misdirected Payment in the form of cash or wire transfer, such Loan Party the Borrower shall immediately wire transfer the amount of such Misdirected Payment directly to a into the appropriate Lender Lockbox Account. All Misdirected Payments shall be sent promptly upon receipt thereof, thereof and in no event later than the close of business, business on the first Business Day after receipt thereof. (b) Each Loan Party hereby agrees and consents to the Agent and/or the Collateral Manager taking The Borrower shall take such actions, solely during the continuation of an Event of Default, actions as are reasonably necessary or as are reasonably requested by the Agent to ensure that future payments from the any Obligor of a Misdirected Payment shall be made in accordance with the any Notice previously delivered to such ObligorObligor or, in the case of any Person which is an Insurer and has not previously been sent a Notice, to a designated Lender Lockbox, in the case of checks and EOBs, or a designated Lender Lockbox Account, in the case of wire transfers, including, without limitation, to the maximum extent permitted by law, (i1) the Agent, the Collateral Manager, their respective assigns or designees executing on such Loan Party’s behalf and delivering to such Obligor a new NoticeNotice in form and substance satisfactory to the Agent, and (ii2) Agent, the Collateral Manager, their respective assigns or designees contacting such Obligor by telephone to convey new directions for payment or to confirm the instructions previously set forth in the any Notice to such Obligor. At any time, upon If the Collateral Manager’s request, a Borrower shall does not promptly (and in any event, within two Business Days from such the Agent’s request) take such actions or such similar actions as the 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 Collateral Manager may requestAgent, its assigns or designees or any member of the Lender Group may, in its discretion, deem appropriate.