Common use of Misdirected Payments Clause in Contracts

Misdirected Payments. (a) Notwithstanding the terms of the Escrow Agreement, the Licensee Instruction or the Licensee Letter Agreement, commencing on the Closing Date and at all times thereafter, if any portion of the Purchased Assets is paid to Seller, then (i) Seller shall hold such amount in trust for the benefit of Purchaser in a segregated account, (ii) Seller shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) Seller promptly, and in any event no later than [*] following the receipt by Seller of such amount, shall remit such amount to Purchaser Account. Seller shall notify Purchaser of such wire transfer and provide reasonable details regarding the Purchased Assets payment so received by Seller. (b) Notwithstanding the terms of the Escrow Agreement, the Licensee Instruction or the Licensee Letter Agreement, commencing on the Closing Date and at all times thereafter, if any amount due under the Vaxcyte License Agreement that does not constitute the Purchased Assets is paid to Purchaser, then (i) Purchaser shall hold such amount in trust for the benefit of Seller in a segregated account, (ii) Purchaser shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) Purchaser promptly, and in any event no later than [*] following the receipt by Purchaser of such amount, shall remit such amount to Seller Account. Purchaser shall notify Seller of such wire transfer and provide reasonable details regarding the erroneous payment so received by Purchaser. (c) If Licensee exercises any Set-Off against any payment of the Purchased Assets, then Seller shall promptly (and in any event no later than [*]) following payment of the Purchased Assets reduced by such Set-Off, make a true-up payment to Purchaser such that Purchaser receives the full amount of such Purchased Asset payment that would have been payable to Purchaser had such Set-Off not been exercised unless Seller, acting in good faith, believes such shortfall is a material breach by Licensee of the Vaxcyte License Agreement and has provided notice to Purchaser under ‎Section 5.8(a) regarding such shortfall, in which case ‎Section 5.8(b) shall govern the enforcement of such breach, and ‎Section 5.8(c) shall govern the disbursement of the Proceeds of such enforcement. After Seller makes the payment referred to in the first sentence of this ‎Section 5.6‎(c), Seller shall be entitled to, and Purchaser shall not be entitled to, any amounts recovered from Licensee in respect of such Set-Off. (d) All remittances pursuant to this ‎Section 5.6 shall be made (i) without set-off or deduction of any kind (except as required by applicable Law) and (ii) by wire transfer of immediately available funds to such account as the relevant payee may designate in writing (such designation to be made at least [*] prior to any such payment). (e) A late fee of [*] ([*]%) over the prime rate published by the Wall Street Journal, from time to time, as the prime rate shall accrue on all unpaid amounts on an annualized basis with respect to any sum payable under ‎Section 5.6(a) or ‎Section 5.6(b) beginning [*] after receipt of such payment received in error.

Misdirected Payments. (a) Notwithstanding In the terms event that any Borrower receives a Misdirected Payment in the form of a check, such Borrower shall immediately send such check to the Escrow Agreementappropriate Lockbox. In the event that any Borrower receives a Misdirected Payment in the form of cash or wire transfer, such Borrower shall immediately wire transfer the Licensee Instruction or amount of such Misdirected Payment directly into the Licensee Letter Agreement, commencing on the Closing Date and at all times thereafter, if any portion of the Purchased Assets is paid to Seller, then (i) Seller appropriate Lockbox Account. All Misdirected Payments shall hold such amount in trust for the benefit of Purchaser in a segregated account, (ii) Seller shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) Seller promptlybe sent promptly upon receipt thereof, and in any no event no later than [*] following the close of business, on the third Business Day after receipt by Seller of such amount, shall remit such amount to Purchaser Account. Seller shall notify Purchaser of such wire transfer and provide reasonable details regarding the Purchased Assets payment so received by Sellerthereof. (b) Notwithstanding If a Misdirected Payment in the terms form of a check is received by the Agent more than six days after the postmark date on the envelope enclosing a check from the Customer (or, if no such envelope is sent to the Lockbox by a Borrower, more than six days after the date of such check or wire transfer with respect thereto), then the Borrowers shall pay interest on such Misdirected Payment to the Agent for the account of the Escrow AgreementRevolving Lender from such sixth subsequent day to and including the date such check is received in the Lockbox Account, at a rate equal to the Licensee Instruction or the Licensee Letter Agreement, commencing on the Closing Date and at all times thereafter, if any amount due interest rate then in effect under the Vaxcyte License Agreement that does not constitute the Purchased Assets is paid to Purchaser, then (i) Purchaser shall hold such amount in trust for the benefit of Seller in a segregated account, (ii) Purchaser shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) Purchaser promptly, and in any event no later than [*] following the receipt by Purchaser of such amount, shall remit such amount to Seller Account. Purchaser shall notify Seller of such wire transfer and provide reasonable details regarding the erroneous payment so received by PurchaserLoan Agreement. (c) If Licensee exercises The Borrowers hereby agree and consent to the Agent taking such actions as are reasonably necessary to ensure that future payments from the Customer of a Misdirected Payment shall be made in accordance with the Notice previously delivered to such Customer, including, without limitation, to the maximum extent permitted by law, (i) the Agent, its assigns or designees, or any Set-Off against any payment member of the Purchased AssetsAgent Group executing on the Agent’s behalf and delivering to such Customer a new Notice, then Seller and (ii) the Agent, its assigns or designees, or any member of the Agent Group contacting such Customer by telephone to confirm the instructions previously set forth in the Notice to such Customer. Upon the Agent’s request, each Borrower shall promptly (and in any event no later than [*]event, within two Business Days from such request) following payment of take such similar actions as the Purchased Assets reduced by such Set-Off, make a true-up payment to Purchaser such that Purchaser receives the full amount of such Purchased Asset payment that would have been payable to Purchaser had such Set-Off not been exercised unless Seller, acting in good faith, believes such shortfall is a material breach by Licensee of the Vaxcyte License Agreement and has provided notice to Purchaser under ‎Section 5.8(a) regarding such shortfall, in which case ‎Section 5.8(b) shall govern the enforcement of such breach, and ‎Section 5.8(c) shall govern the disbursement of the Proceeds of such enforcement. After Seller makes the payment referred to in the first sentence of this ‎Section 5.6‎(c), Seller shall be entitled to, and Purchaser shall not be entitled to, any amounts recovered from Licensee in respect of such Set-OffLender may request. (d) All remittances pursuant The Borrowers shall take such actions as are reasonably necessary or as are reasonably requested by the Agent to this ‎Section 5.6 ensure that future payments from any Customer of a Misdirected Payment shall be made in accordance with any Notice previously delivered to such Customer or, in the case of any Person which is a Customer and has not previously been sent a Notice, to a designated Lockbox, in the case of checks, or a designated Lockbox Account, in the case of wire transfers, including, without limitation, (i) without set-off or deduction of any kind (except as required by applicable Law) delivering to such Customer a new Notice in form and substance satisfactory to the Agent, and (ii) contacting such Customer by wire transfer of immediately available funds telephone to (x) convey new directions for payment, or (y) confirm the instructions previously set forth in any Notice to such account Customer. During the continuance of an Event of Default, or if any Borrower does not promptly (and in any event, within two Business Days from the Agent’s request) take such actions or such similar actions as the relevant payee Agent may designate in writing (request, then the Agent, its assigns or designees, or any member of the Agent Group, may, to the maximum extent permitted by law, execute and deliver such designation Notices, contact such Customers to be made at least [*] prior to any convey such payment). (e) A late fee of [*] ([*]%) over the prime rate published by the Wall Street Journalinstructions or directions, from time to time, or take such similar actions as the prime rate shall accrue on all unpaid amounts on an annualized basis with respect to Agent, its assigns or designees or any sum payable under ‎Section 5.6(a) or ‎Section 5.6(b) beginning [*] after receipt member of such payment received the Agent Group may, in errorits discretion, deem appropriate.

Misdirected Payments. (a) Notwithstanding the terms of the Instruction Letter and the Escrow Agreement, the Licensee Instruction or the Licensee Letter Agreement, commencing on the Closing Date and at all times thereafter, if any portion of the Purchased Assets is paid to SellerSeller or any Non-Seller Royalty Party, then (i) Seller shall, or shall use commercially reasonable efforts to cause such Non-Seller Royalty Party, as applicable, to hold such amount in trust for the benefit of Purchaser in a segregated account, (ii) neither Seller nor such Non-Seller Royalty Party shall have no any right, title title, or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon thereon, and (iii) Seller promptlyshall, or shall use commercially reasonable efforts to cause such Non-Seller Royalty Party, as applicable, to promptly (and in any event no later than [*] **]) following the receipt by Seller or such Non-Seller Royalty Party, as applicable, of such amount, shall remit such amount to the Purchaser Account. Seller shall, or shall use commercially reasonable effects to cause such Non-Seller Royalty Party to, notify Purchaser of such wire transfer and provide reasonable details regarding the Purchased Assets payment so received by SellerSeller or such Non-Seller Royalty Party. (b) Notwithstanding the terms of the Instruction Letter and the Escrow Agreement, the Licensee Instruction or the Licensee Letter Agreement, commencing on the Closing Date and at all times thereafter, if any amount due under the Vaxcyte License Takeda Agreement that does not constitute the Purchased Assets is paid to Purchaser, then (i) Purchaser shall hold such amount in trust for the benefit of Seller or any applicable Non-Seller Royalty Party in a segregated account, (ii) Purchaser shall have no right, title title, or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon thereon, and (iii) Purchaser promptly, and in any event no later than [*] following the receipt by Purchaser of such amount, shall promptly remit such amount to the Seller AccountAccount or account of such Non- Seller Royalty Party pursuant to wire instructions provided to Purchaser by such Non-Seller Royalty Party, as applicable. Purchaser shall notify Seller or any applicable Non-Seller Royalty Party, as applicable, of such wire transfer and provide reasonable details regarding the erroneous payment so received by Purchaser. (c) If Licensee Takeda exercises any Non-Permitted Set-Off against any payment of the Purchased Assets, then Seller shall promptly (and in any event no later than [*]) **] following the payment of the Purchased Assets reduced affected by such Non-Permitted Set-Off), make a true-up payment to Purchaser such that Purchaser receives the full amount of such Purchased Asset Assets payment that would have been payable paid to Purchaser had such Non-Permitted Set-Off not been exercised unless Selleroccurred. Notwithstanding anything to the contrary herein, acting in good faith, believes such shortfall is to the extent Seller shall have made a material breach by Licensee of the Vaxcyte License Agreement and has provided notice true-up payment to Purchaser under ‎Section 5.8(apursuant to this Section 5.5(c) regarding such shortfallin respect of any Non-Permitted Set-Off, any subsequent payment received from Takeda in which case ‎Section 5.8(b) shall govern respect, and to the enforcement extent, of such breach, and ‎Section 5.8(c) shall govern the disbursement of the Proceeds of such enforcement. After Seller makes the payment referred to in the first sentence of this ‎Section 5.6‎(c), Seller shall be entitled to, and Purchaser Non-Permitted Set-Off shall not be entitled toincluded in the Purchased Assets, any amounts recovered from Licensee in respect of such Set-Off.that the subsequent payment is included (d) All remittances pursuant to this ‎Section 5.6 Section 5.5 shall be made (i) without set-set- off or deduction of any kind (except as required by applicable Law) and (ii) by wire transfer of immediately available funds to such account as the relevant payee has designated under this Agreement or, for Non-Seller Royalty Parties other than Purchaser, as they may otherwise designate in writing (such designation to be made at least [***] prior to any such payment). (e) A late fee of [***] ([*]%) over the prime rate published by the Wall Street Journal, from time to time, Journal as the prime rate as of the Payment Date shall accrue on all unpaid amounts on an annualized basis with respect to any sum payable under ‎Section 5.6(aSection 5.5(a) or ‎Section 5.6(bSection 5.5(b) beginning [***] after a Party has actual knowledge of its receipt of such payment received in errorerror (the “Payment Date”). Notwithstanding the foregoing, Seller shall not be responsible for any late fee under this Section 5.5(e) arising from the failure of a Non-Seller Royalty Party to timely pay any sum payable under Section 5.5(a) except to the extent such failure is a result of Seller’s failure to use commercially reasonable efforts pursuant to Section 5.5(a) and to the extent of Seller’s indemnification obligations for such breach under Section 7.1(b), subject to the terms and conditions of Article VII.

Misdirected Payments. (a) Notwithstanding In the terms event that any Borrower receives a Misdirected Payment in the form of a check, such Borrower shall deposit such Misdirected Payment to the Escrow Agreementappropriate Lender Lockbox or Borrower Lockbox, as the Licensee Instruction case may be. In the event any Borrower receives a Misdirected Payment in the form of cash or wire transfer, such Borrower shall wire transfer the Licensee Letter Agreement, commencing on amount of such Misdirected Payment directly into the Closing Date and at all times thereafter, if any portion of the Purchased Assets is paid to Seller, then (i) Seller appropriate Lender Lockbox Account. All Misdirected Payments shall hold such amount in trust for the benefit of Purchaser in a segregated account, (ii) Seller shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) Seller promptlybe sent promptly upon receipt thereof, and in any no event no later than [*] following the close of business, on the first Business Day after receipt by Seller thereof. Each Borrower shall provide written instructions to each of such amount, shall its other Lockbox Banks regarding each of its lockboxes and Lockbox Accounts to remit such amount all EOB's and all payments received to Purchaser Account. Seller shall notify Purchaser of such wire transfer the appropriate Lockboxes and provide reasonable details regarding the Purchased Assets payment so received by SellerLockbox Accounts hereunder. (b) Notwithstanding Each Borrower and the terms Authorized Representative shall take such actions as are reasonably necessary or as are reasonably requested by the Lender to ensure that future payments from any Obligor of a Misdirected Payment shall be made in accordance with any Notice previously delivered to such Obligor or, in the Escrow Agreementcase of any Person which is a Non-Governmental Obligor and has not previously been sent a Notice, to a designated Lender Lockbox, in the Licensee Instruction case of checks and EOBs, or a designated Lender Lockbox Account, in the Licensee Letter Agreementcase of wire transfers, commencing on the Closing Date and at all times thereafterincluding, if any amount due under the Vaxcyte License Agreement that does not constitute the Purchased Assets is paid to Purchaserwithout limitation, then (i) Purchaser shall hold delivering to such amount Obligor a new Notice in trust for form and substance satisfactory to the benefit of Seller in a segregated accountLender, and (ii) Purchaser shall have no rightcontacting such Obligor by telephone to (x) convey new directions for payment, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iiiy) Purchaser promptly, and confirm the instructions previously set forth in any event no later than [*] following Notice to such Obligor. During the receipt by Purchaser continuance of such amountan Event of Default, shall remit such amount to Seller Account. Purchaser shall notify Seller of such wire transfer and provide reasonable details regarding or if the erroneous payment so received by Purchaser. (c) If Licensee exercises Authorized Representative or any Set-Off against any payment of the Purchased Assets, then Seller shall Borrower does not promptly (and in any event no later than [*]event, within two Business Days from the Lender's request) following payment take such actions or such similar actions as the Lender may request, then the Lender, its assigns or designees, or any member of the Purchased Assets reduced Lender Group, may, to the maximum extent permitted by law, execute and deliver such Set-OffNotices, make a true-up payment contact such Obligors to Purchaser convey such that Purchaser receives instructions or directions, or take such similar actions as the full amount of such Purchased Asset payment that would have been payable to Purchaser had such Set-Off not been exercised unless SellerLender, acting in good faith, believes such shortfall is a material breach by Licensee its assigns or designees or any member of the Vaxcyte License Agreement and has provided notice to Purchaser under ‎Section 5.8(a) regarding such shortfallLender Group may, in which case ‎Section 5.8(b) shall govern the enforcement of such breachits discretion, and ‎Section 5.8(c) shall govern the disbursement of the Proceeds of such enforcement. After Seller makes the payment referred to in the first sentence of this ‎Section 5.6‎(c), Seller shall be entitled to, and Purchaser shall not be entitled to, any amounts recovered from Licensee in respect of such Set-Offdeem appropriate. (d) All remittances pursuant to this ‎Section 5.6 shall be made (i) without set-off or deduction of any kind (except as required by applicable Law) and (ii) by wire transfer of immediately available funds to such account as the relevant payee may designate in writing (such designation to be made at least [*] prior to any such payment). (e) A late fee of [*] ([*]%) over the prime rate published by the Wall Street Journal, from time to time, as the prime rate shall accrue on all unpaid amounts on an annualized basis with respect to any sum payable under ‎Section 5.6(a) or ‎Section 5.6(b) beginning [*] after receipt of such payment received in error.

Misdirected Payments. (a) Notwithstanding the terms of the Instruction Letter and the Escrow Agreement, the Licensee Instruction or the Licensee Letter Agreement, commencing on the Closing Date and at all times thereafter, if any portion of the Purchased Assets is paid to SellerSeller or any Non-Seller Royalty Party, then (i) Seller shall, or shall use commercially reasonable efforts to cause such Non-Seller Royalty Party, as applicable, to hold such amount in trust for the benefit of Purchaser in a segregated account, (ii) neither Seller nor such Non-Seller Royalty Party shall have no any right, title title, or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon thereon, and (iii) Seller promptlyshall, or shall use commercially reasonable efforts to cause such Non-Seller Royalty Party, as applicable, to promptly (and in any event no later than [*] five (5) Business Days) following the receipt by Seller or such Non-Seller Royalty Party, as applicable, of such amount, shall remit such amount to the Purchaser Account. Seller shall, or shall use commercially reasonable effects to cause such Non-Seller Royalty Party to, notify Purchaser of such wire transfer and provide reasonable details regarding the Purchased Assets payment so received by SellerSeller or such Non-Seller Royalty Party. (b) Notwithstanding the terms of the Instruction Letter and the Escrow Agreement, the Licensee Instruction or the Licensee Letter Agreement, commencing on the Closing Date and at all times thereafter, if any amount due under the Vaxcyte License Agreement that does not constitute the Purchased Assets is paid to Purchaser, then (i) Purchaser shall hold such amount in trust for the benefit of Seller or any applicable Non-Seller Royalty Party in a segregated account, (ii) Purchaser shall have no right, title title, or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon thereon, and (iii) Purchaser promptly, and in any event no later than [*] following the receipt by Purchaser of such amount, shall promptly remit such amount to the Seller AccountAccount or account of such Non-Seller Royalty Party pursuant to wire instructions provided to Purchaser by such Non-Seller Royalty Party, as applicable. Purchaser shall notify Seller or any applicable Non-Seller Royalty Party, as applicable, of such wire transfer and provide reasonable details regarding the erroneous payment so received by Purchaser. (c) If Licensee UT exercises any Non-Permitted Set-Off against any payment of the Purchased Assets, then Seller shall promptly (and in any event no later than [*]thirty (30) calendar days following the payment of the Purchased Assets reduced affected by such Non-Permitted Set-Off), make a true-up payment to Purchaser such that Purchaser receives the full amount of such Purchased Asset Assets payment that would have been payable paid to Purchaser had such Non-Permitted Set-Off not been exercised unless Selleroccurred. Notwithstanding anything to the contrary herein, acting in good faith, believes such shortfall is to the extent Seller shall have made a material breach by Licensee of the Vaxcyte License Agreement and has provided notice true-up payment to Purchaser under ‎Section 5.8(apursuant to this Section 5.4(c) regarding such shortfallin respect of any Non-Permitted Set-Off, any subsequent payment received from UT in which case ‎Section 5.8(b) shall govern respect, and to the enforcement extent, of such breach, and ‎Section 5.8(c) shall govern the disbursement of the Proceeds of such enforcement. After Seller makes the payment referred to in the first sentence of this ‎Section 5.6‎(c), Seller shall be entitled to, and Purchaser Non-Permitted Set-Off shall not be entitled toincluded in the Purchased Assets, such that the subsequent payment is included in the Excluded Assets. For all purposes hereunder, any amounts recovered true-up payment made pursuant to this Section 5.4(c) will be treated as paid with respect to the Purchased Assets for U.S. federal income tax purposes to the fullest extent permitted by applicable Law. For the avoidance of doubt, withholding taxes (including any withholding taxes deducted by UT from Licensee in respect payments under Section 6.3 of such the License Agreement pursuant to Section 7.4(b) of the License Agreement) shall not be treated as a Non-Permitted Set-OffOff and shall be governed by the provisions of Section 5.11 of this Agreement. (d) All remittances pursuant to this ‎Section 5.6 Section 5.4 shall be made (i) without set-off or deduction of any kind (except as required by applicable Law) and (ii) by wire transfer of immediately available funds to such account as the relevant payee has designated under this Agreement or, for Non-Seller Royalty Parties other than Purchaser, as they may otherwise designate in writing (such designation to be made at least [*] three (3) Business Days prior to any such payment). (e) A late fee of [*] at a rate per annum equal to the U.S. Prime Rate ([*]%) over the prime rate published by as set forth in the Wall Street Journal, from time to timeEastern Edition, or similar reputable data source) as of the prime rate Payment Date (as defined below), shall accrue daily, calculated on the basis of a 365-day year, on all unpaid amounts on an annualized basis with respect to (i) any sum payable under ‎Section 5.6(aSection 5.4(a), Section 5.4(b), beginning ten (10) or ‎Section 5.6(b) beginning [*] Business Days after a Party has actual knowledge of its receipt of such payment received in error, or (ii) any sum payable to Seller under Section 2.1(b), Section 5.6(b), Section 5.6(c), Section 5.6(d), Section 5.8(b) or Section 5.8(c), beginning two (2) Business Days following the date such payment was due hereunder (each date in clause (i) and (ii), a “Payment Date”). Notwithstanding the foregoing, Seller shall not be responsible for any late fee under this Section 5.4(e) arising from the failure of a Non-Seller Royalty Party to timely pay any sum payable under Section 5.4(a).

Misdirected Payments. (a) Notwithstanding In the terms event that the Parent or any Borrower receives a Misdirected Payment in the form of the Escrow Agreementa check, the Licensee Instruction Parent or such Borrower shall immediately send such Misdirected Payment, in the Licensee Letter Agreementform received by the Parent or such Borrower, commencing on by hand or overnight delivery service to a Lockbox for deposit into the Closing Date and at all times thereaftercorresponding Lockbox Account. In the event the Parent or any Borrower receives a Misdirected Payment in the form of cash or wire transfer, if any portion the Parent or such Borrower shall immediately wire transfer the amount of such Misdirected Payment directly to the Purchased Assets is paid to Seller, then (i) Seller Lockbox Account. All Misdirected Payments shall hold such amount in trust for the benefit of Purchaser in a segregated account, (ii) Seller shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) Seller promptlybe sent promptly upon receipt thereof, and in any no event no later than [*] following the close of business, on the first Business Day after receipt by Seller of such amount, shall remit such amount to Purchaser Account. Seller shall notify Purchaser of such wire transfer and provide reasonable details regarding the Purchased Assets payment so received by Sellerthereof. (b) Notwithstanding If a Misdirected Payment in the terms form of a check is received by the Escrow Agreement, Parent or any Borrower more than six days after the Licensee Instruction or the Licensee Letter Agreement, commencing on the Closing Date and at all times thereafter, if any amount due under the Vaxcyte License Agreement that does not constitute the Purchased Assets is paid to Purchaserdate of such check with respect thereto, then (i) Purchaser the relevant Borrower shall hold pay interest on such amount Misdirected Payment to the Agent from such sixth subsequent day to and including the date such check is received in trust for the benefit of Seller Lockbox Account, at a rate equal to LIBOR then in a segregated account, (ii) Purchaser shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) Purchaser promptly, and in any event no later than [*] following the receipt by Purchaser of such amount, shall remit such amount to Seller Account. Purchaser shall notify Seller of such wire transfer and provide reasonable details regarding the erroneous payment so received by Purchasereffect hereunder. (c) If Licensee exercises Each Borrower hereby agrees and consents to the Lenders taking such 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 to Obligors previously delivered to such Obligor, including, without limitation, to the maximum extent permitted by law, (i) any Set-Off against any payment member of the Purchased AssetsLender Group executing on such Borrower's behalf and delivering to such Obligor a new Notice to Obligors, then Seller and (ii) the Borrowers, its assigns or designees, or any member of the Lender Group contacting such Obligor by telephone to confirm the instructions previously set forth in the Notice to Obligor to such Obligor. Upon the Agent's request, each Borrower shall promptly (and in any event no later than [*]event, within two Business Days from such request) following payment of the Purchased Assets reduced by take such Set-Off, make a true-up payment to Purchaser such that Purchaser receives the full amount of such Purchased Asset payment that would have been payable to Purchaser had such Set-Off not been exercised unless Seller, acting in good faith, believes such shortfall is a material breach by Licensee of the Vaxcyte License Agreement and has provided notice to Purchaser under ‎Section 5.8(a) regarding such shortfall, in which case ‎Section 5.8(b) shall govern the enforcement of such breach, and ‎Section 5.8(c) shall govern the disbursement of the Proceeds of such enforcement. After Seller makes the payment referred to in the first sentence of this ‎Section 5.6‎(c), Seller shall be entitled to, and Purchaser shall not be entitled to, any amounts recovered from Licensee in respect of such Set-Off. (d) All remittances pursuant to this ‎Section 5.6 shall be made (i) without set-off or deduction of any kind (except as required by applicable Law) and (ii) by wire transfer of immediately available funds to such account similar actions as the relevant payee Borrower may designate in writing (such designation to be made at least [*] prior to any such payment)reasonably request. (e) A late fee of [*] ([*]%) over the prime rate published by the Wall Street Journal, from time to time, as the prime rate shall accrue on all unpaid amounts on an annualized basis with respect to any sum payable under ‎Section 5.6(a) or ‎Section 5.6(b) beginning [*] after receipt of such payment received in error.

Misdirected Payments. (a) Notwithstanding a. If the terms Seller or any of its Affiliates, on the Escrow Agreementone hand, the Licensee Instruction or the Licensee Letter AgreementPurchaser or any of its Subsidiaries, commencing on the other hand, after the Closing Date receives any funds properly belonging to the other party or its Affiliates or Subsidiaries, as applicable, including under any Shared Contract, the receiving party will promptly so advise such other party and at all times thereafter, if will promptly deliver such funds to an account or accounts designated in writing by such other party. b. The Seller will promptly deliver to the Purchaser any portion of the Purchased Assets is paid to Seller, then mail (iincluding e-mail) Seller shall hold such amount in trust for the benefit of Purchaser in a segregated account, (ii) Seller shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) Seller promptly, and in any event no later than [*] following the receipt by Seller of such amount, shall remit such amount to Purchaser Account. Seller shall notify Purchaser of such wire transfer and provide reasonable details regarding the Purchased Assets payment so other communication received by Seller. (b) Notwithstanding the terms of the Escrow Agreement, the Licensee Instruction or the Licensee Letter Agreement, commencing on Seller from and after the Closing Date pertaining to the Business, the Transferred Assets or the Assumed Liabilities. The Purchaser will promptly deliver to the Seller any mail (including e-mail) or other communication received by the Purchaser from and at all times thereafterafter the Closing Date pertaining to the Excluded Assets or the Excluded Liabilities. c. Following the Closing, in the event that the Seller, the Purchaser or any of their respective Affiliates discovers an asset that would constitute a Transferred Asset if held by the Seller immediately prior to the Closing is owned by the Seller and was not acquired by the Purchaser hereunder, the Seller shall assign, transfer and convey such asset to the Purchaser for no additional consideration, and shall execute and deliver such further documents and instruments necessary to give effect to and evidence such assignment, transfer and conveyance and in the event that the Seller, the Purchaser or any amount due under the Vaxcyte License Agreement of their respective Affiliates discovers an asset that does did not constitute a Transferred Asset immediately prior to the Purchased Assets is paid Closing was acquired by the Purchaser or its Affiliates hereunder, the Purchaser or its Affiliates shall assign, transfer and convey such asset to Purchaserthe Seller for no additional consideration, then (iand shall execute and deliver such further documents and instruments necessary to give effect to and evidence such assignment, transfer and conveyance. For income Tax purposes, the Purchaser and the Seller shall treat any transfer under this Section 5.11(c) as having occurred at the Closing, except to the extent otherwise required by applicable Law. d. Notwithstanding anything to the contrary contained in this Agreement, in the event that any Material Contract was not set forth on Section 3.13(a) of the Seller Disclosure Schedule as of the date hereof, the Purchaser shall hold have ten Business Days from the date the Purchaser receives a complete copy of such amount Contract to review such Contract and determine, in trust for its sole discretion, whether to reject such Contract. If the benefit of Purchaser determines to reject such Contract, the Seller in a segregated accountshall retain all rights, (ii) benefits and obligations pursuant to such Contract, the Purchaser shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) Purchaser promptly, and in any event no later than [*] following the receipt by Purchaser of such amount, shall remit such amount to Seller Account. Purchaser shall notify Seller of such wire transfer and provide reasonable details regarding the erroneous payment so received by Purchaser. (c) If Licensee exercises any Set-Off against any payment of the Purchased Assets, then Seller shall promptly (and in any event no later than [*]) following payment of the Purchased Assets reduced by such Set-Off, make a true-up payment to Purchaser such that Purchaser receives the full amount of such Purchased Asset payment that would have been payable to Purchaser had such Set-Off not been exercised unless Seller, acting in good faith, believes such shortfall is a material breach by Licensee of the Vaxcyte License Agreement and has provided notice to Purchaser under ‎Section 5.8(a) regarding such shortfall, in which case ‎Section 5.8(b) shall govern the enforcement of such breach, and ‎Section 5.8(c) shall govern the disbursement of the Proceeds of such enforcement. After Seller makes the payment referred to in the first sentence of this ‎Section 5.6‎(c), Seller shall be entitled to, and Purchaser shall not be entitled to, any amounts recovered from Licensee in respect of such Set-Off. (d) All remittances pursuant to this ‎Section 5.6 shall be made (i) without set-off or deduction of any kind (except as required by applicable Law) and (ii) by wire transfer of immediately available funds to such account as the relevant payee may designate in writing (such designation to be made at least [*] prior to any such payment). (e) A late fee of [*] ([*]%) over the prime rate published by the Wall Street Journal, from time to time, as the prime rate shall accrue on all unpaid amounts on an annualized basis liability with respect to any sum payable under ‎Section 5.6(a) or ‎Section 5.6(b) beginning [*] after receipt of such payment received in errorContract and such Contract shall be deemed to be an Excluded Asset for all purposes hereunder.

Misdirected Payments. (a) Notwithstanding In the terms event that the Parent or any Provider receives a Misdirected Payment in the form of the Escrow Agreementa check, the Licensee Instruction Parent or such Provider shall immediately send such Misdirected Payment, in the Licensee Letter Agreementform received by the Parent or such Provider, commencing by hand or overnight delivery service to a Lockbox for deposit into the corresponding Lockbox Account. In the event the Parent or any Provider receives a Misdirected Payment in the form of cash or wire transfer, the Parent or such Provider shall immediately wire transfer the amount of such Misdirected Payment directly to the Lockbox Account. All Misdirected Payments shall be sent promptly upon receipt thereof, and in no event later than the close of business, on the Closing Date and at all times thereafter, if first Business Day after receipt thereof. (1) If a Misdirected Payment in the form of a check is received by the Parent or any portion Provider more than six days after the date of the Purchased Assets is paid to Sellersuch check with respect thereto, then the relevant 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 Lockbox Account, at a rate equal to LIBOR then in effect under the Loan Agreement. (2) Each Provider hereby agrees and consents to the Purchaser taking such 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 to Obligors previously delivered to such Obligor, including, without limitation, to the maximum extent permitted by law, (i) Seller shall hold the Purchaser, its assigns or designees, or any member of the HFG Group executing on such amount in trust for the benefit of Purchaser in Provider's behalf and delivering to such Obligor a segregated accountnew Notice to Obligors, and (ii) Seller shall have no rightthe Purchaser, title its assigns or interest whatsoever in such amount and shall not create designees, or suffer to exist any Lien thereon and (iii) Seller promptly, and in any event no later than [*] following the receipt by Seller of such amount, shall remit such amount to Purchaser Account. Seller shall notify Purchaser of such wire transfer and provide reasonable details regarding the Purchased Assets payment so received by Seller. (b) Notwithstanding the terms member of the Escrow AgreementHFG Group contacting such Obligor by telephone to confirm the instructions previously set forth in the Notice to Obligor to such Obligor. Upon the Purchaser's request, the Licensee Instruction or the Licensee Letter Agreement, commencing on the Closing Date and at all times thereafter, if any amount due under the Vaxcyte License Agreement that does not constitute the Purchased Assets is paid to Purchaser, then (i) Purchaser shall hold such amount in trust for the benefit of Seller in a segregated account, (ii) Purchaser shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) Purchaser promptly, and in any event no later than [*] following the receipt by Purchaser of such amount, shall remit such amount to Seller Account. Purchaser shall notify Seller of such wire transfer and provide reasonable details regarding the erroneous payment so received by Purchaser. (c) If Licensee exercises any Set-Off against any payment of the Purchased Assets, then Seller each Provider shall promptly (and in any event no later than [*]event, within two Business Days from such request) following payment of the Purchased Assets reduced by take such Set-Off, make a true-up payment to Purchaser such that Purchaser receives the full amount of such Purchased Asset payment that would have been payable to Purchaser had such Set-Off not been exercised unless Seller, acting in good faith, believes such shortfall is a material breach by Licensee of the Vaxcyte License Agreement and has provided notice to Purchaser under ‎Section 5.8(a) regarding such shortfall, in which case ‎Section 5.8(b) shall govern the enforcement of such breach, and ‎Section 5.8(c) shall govern the disbursement of the Proceeds of such enforcement. After Seller makes the payment referred to in the first sentence of this ‎Section 5.6‎(c), Seller shall be entitled to, and Purchaser shall not be entitled to, any amounts recovered from Licensee in respect of such Set-Off. (d) All remittances pursuant to this ‎Section 5.6 shall be made (i) without set-off or deduction of any kind (except as required by applicable Law) and (ii) by wire transfer of immediately available funds to such account similar actions as the relevant payee Purchaser may designate in writing (such designation to be made at least [*] prior to any such payment)reasonably request. (e) A late fee of [*] ([*]%) over the prime rate published by the Wall Street Journal, from time to time, as the prime rate shall accrue on all unpaid amounts on an annualized basis with respect to any sum payable under ‎Section 5.6(a) or ‎Section 5.6(b) beginning [*] after receipt of such payment received in error.

Misdirected Payments. (a) Notwithstanding In the terms of event that the Escrow AgreementServicer notifies the Trustee in writing that the Trustee or any Lock-Box Account, the Licensee Instruction Collection Account, the Excess Funding Account or any other account maintained for the benefit of Certificateholders has received amounts in respect of payments made by any Person on an account receivable or other obligation which has not been transferred to the Trust, the Trustee shall, as soon as practicable and as instructed in the most recently delivered Daily Report or Settlement Statement, forward such amounts, in the manner specified in writing by Stone Container, to Stone Container or such other Person as Stone Container designates and, pending the forwarding of such amounts, hold such amounts in trust for Stone Container or such other Person designated by Stone Container. The Trustee will, if requested in writing by Stone Container, acknowledge and confirm the foregoing to any Person designated by Stone Container. In the absence of such instructions, all such payments shall be deemed to relate to, and be received with respect to, Receivables. Upon each outstanding Series having entered into its respective Amortization Period, Receivables shall no longer be transferred by Stone Container to the Transferor or the Licensee Letter AgreementTransferor to the Trustee, commencing and any Collections received on any Receivables originated during the Closing Date and at all times thereaftercontinuance of such Event of Termination, if any portion of the Purchased Assets is paid to Seller, then (i) Seller shall hold such amount not belong to the Trustee or any Investor Certificateholder or the Transferor, (ii) if received by the Trustee or any account which it controls shall be held in trust for the benefit of Purchaser in a segregated accountoriginator or other party entitled thereto, (ii) Seller shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) Seller promptly, and in any event no later than [*] following the receipt by Seller of such amount, shall remit such amount to Purchaser Account. Seller shall notify Purchaser of such wire transfer and provide reasonable details regarding the Purchased Assets payment so received by Seller. (b) Notwithstanding the terms of the Escrow Agreement, the Licensee Instruction or the Licensee Letter Agreement, commencing on the Closing Date and at all times thereafter, if any amount due under the Vaxcyte License Agreement that does not constitute the Purchased Assets is be paid to Purchaser, then (i) Purchaser shall hold such amount in trust for the benefit of Seller in a segregated account, (ii) Purchaser shall have no right, title originator or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) Purchaser promptly, and in any event no later than other party entitled thereto as soon as is practicable. THE REMAINDER OF ARTICLE IV SHALL BE SPECIFIED IN THE SUPPLEMENT WITH RESPECT TO EACH SERIES. SUCH REMAINDER SHALL BE APPLICABLE ONLY TO THE SERIES RELATING TO THE SUPPLEMENT IN WHICH SUCH REMAINDER APPEARS. [*] following the receipt by Purchaser of such amount, shall remit such amount to Seller Account. Purchaser shall notify Seller of such wire transfer and provide reasonable details regarding the erroneous payment so received by Purchaser. (c) If Licensee exercises any Set-Off against any payment of the Purchased Assets, then Seller shall promptly (and in any event no later than [*END OF ARTICLE IV]) following payment of the Purchased Assets reduced by such Set-Off, make a true-up payment to Purchaser such that Purchaser receives the full amount of such Purchased Asset payment that would have been payable to Purchaser had such Set-Off not been exercised unless Seller, acting in good faith, believes such shortfall is a material breach by Licensee of the Vaxcyte License Agreement and has provided notice to Purchaser under ‎Section 5.8(a) regarding such shortfall, in which case ‎Section 5.8(b) shall govern the enforcement of such breach, and ‎Section 5.8(c) shall govern the disbursement of the Proceeds of such enforcement. After Seller makes the payment referred to in the first sentence of this ‎Section 5.6‎(c), Seller shall be entitled to, and Purchaser shall not be entitled to, any amounts recovered from Licensee in respect of such Set-Off. (d) All remittances pursuant to this ‎Section 5.6 shall be made (i) without set-off or deduction of any kind (except as required by applicable Law) and (ii) by wire transfer of immediately available funds to such account as the relevant payee may designate in writing (such designation to be made at least [*] prior to any such payment). (e) A late fee of [*] ([*]%) over the prime rate published by the Wall Street Journal, from time to time, as the prime rate shall accrue on all unpaid amounts on an annualized basis with respect to any sum payable under ‎Section 5.6(a) or ‎Section 5.6(b) beginning [*] after receipt of such payment received in error.

Misdirected Payments. (a) Notwithstanding In the terms event that a Provider receives a Misdirected Payment in the form of a check, such Provider shall immediately send such Misdirected Payment, in the Escrow Agreementform received by the Provider, by overnight delivery service to the Licensee Instruction appropriate Purchaser Lockbox or Provider Lockbox, as the Licensee Letter Agreementcase may be, commencing on together with the Closing Date and at all times thereafterenvelope in which such payment was received. In the event a Provider receives a Misdirected Payment in the form of cash or wire transfer, if any portion such Provider shall immediately wire transfer the amount of such Misdirected Payment directly to the Purchased Assets is paid to Seller, then (i) Seller Purchaser Lockbox Account. All Misdirected Payments shall hold such amount in trust for the benefit of Purchaser in a segregated account, (ii) Seller shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) Seller promptlybe sent promptly upon receipt thereof, and in any no event no later than [*] following the close of business, on the first Business Day after receipt by Seller of such amount, shall remit such amount to Purchaser Account. Seller shall notify Purchaser of such wire transfer and provide reasonable details regarding the Purchased Assets payment so received by Sellerthereof. (b) Notwithstanding If a Misdirected Payment in the terms form of a check is received by the Escrow AgreementPurchaser more than seven Business Days after the postmark date on the envelope enclosing a check from the Obligor (or, if no such envelope is sent to the Licensee Instruction Purchaser Lockbox by a Provider, more than seven Business 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 seventh subsequent day to and including the date such check is received in the Purchaser Lockbox, at a rate equal to the LIBO Rate then in effect under the Loan Agreement (or the Licensee Letter Agreement, commencing on the Closing Date and at all times thereafter, maximum rate legally permitted if any amount due under the Vaxcyte License Agreement that does not constitute the Purchased Assets is paid to Purchaser, then (i) Purchaser shall hold less than such amount in trust for the benefit of Seller in a segregated account, (ii) Purchaser shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) Purchaser promptly, and in any event no later than [*] following the receipt by Purchaser of such amount, shall remit such amount to Seller Account. Purchaser shall notify Seller of such wire transfer and provide reasonable details regarding the erroneous payment so received by Purchaserrate). (c) If Licensee exercises Each Provider hereby agrees and consents to the Purchaser taking such actions, solely during the continuation of an Event of Termination, 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 Purchaser, its assigns or designees, or any Set-Off against any payment member of the Purchased AssetsHFG Group executing on a Provider's behalf and delivering to such Obligor a new Notice, then Seller and (ii) the Purchaser, its assigns or designees, or any member of the HFG Group contacting such Obligor by telephone to confirm the instructions previously set forth in the Notice to such Obligor. At any time, upon the Purchaser's request, a Provider shall promptly (and in any event no later than [*]event, within two Business Days from such request) following payment of the Purchased Assets reduced by take such Set-Off, make a true-up payment to Purchaser such that Purchaser receives the full amount of such Purchased Asset payment that would have been payable to Purchaser had such Set-Off not been exercised unless Seller, acting in good faith, believes such shortfall is a material breach by Licensee of the Vaxcyte License Agreement and has provided notice to Purchaser under ‎Section 5.8(a) regarding such shortfall, in which case ‎Section 5.8(b) shall govern the enforcement of such breach, and ‎Section 5.8(c) shall govern the disbursement of the Proceeds of such enforcement. After Seller makes the payment referred to in the first sentence of this ‎Section 5.6‎(c), Seller shall be entitled to, and Purchaser shall not be entitled to, any amounts recovered from Licensee in respect of such Set-Off. (d) All remittances pursuant to this ‎Section 5.6 shall be made (i) without set-off or deduction of any kind (except as required by applicable Law) and (ii) by wire transfer of immediately available funds to such account similar actions as the relevant payee Purchaser may designate in writing (such designation to be made at least [*] prior to any such payment)request. (e) A late fee of [*] ([*]%) over the prime rate published by the Wall Street Journal, from time to time, as the prime rate shall accrue on all unpaid amounts on an annualized basis with respect to any sum payable under ‎Section 5.6(a) or ‎Section 5.6(b) beginning [*] after receipt of such payment received in error.

Misdirected Payments. (a) Notwithstanding the terms of the Escrow Agreement, the Licensee Instruction or the Licensee Letter AgreementGSK Instruction, commencing on upon the Closing Date and at all times thereafterthereafter during the term of this Agreement, if any portion of the Purchased Assets Royalty Interest is paid to the Seller, then (i) the Seller shall hold such amount in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Seller promptly, and in any event no later than [*] five (5) Business Days following the receipt by the Seller of such amount, shall remit such amount in full, subject to Section 5.10(c), to the Purchaser Account. The Seller shall notify the Purchaser of such wire transfer and provide reasonable details regarding the Purchased Assets Royalty Interest payment so received by the Seller. (b) Notwithstanding the terms of the Escrow Agreement, the Licensee Instruction or the Licensee Letter AgreementGSK Instruction, commencing on upon the Closing Date and at all times thereafter, if any amount due under the Vaxcyte License Settlement Agreement that does not constitute the Purchased Assets Royalty Interest or any amount due under the Collaboration Agreement is paid to the Purchaser, then (i) the Purchaser shall hold such amount in trust for the benefit of the Seller in a segregated account, (ii) the Purchaser shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Purchaser promptly, and in any event no later than [*] five (5) Business Days following the receipt by the Purchaser of such amount, shall remit such amount in full to the Seller Account. The Purchaser shall notify the Seller of such wire transfer and provide reasonable details regarding the erroneous payment so received by the Purchaser. (c) If Licensee exercises any Set-Off against any payment of the Purchased AssetsRoyalty Interest paid for any period commencing on July 1, then Seller shall promptly 2022 or later is reduced (and in other than as a result of a Permitted Reduction) by GSK due to an overestimate by GSK of Net Sales for any event no later period prior to July 1, 2022 to less than [*]) following payment of the Purchased Assets reduced by such Set-Off, make a true-up payment to Purchaser such that Purchaser receives the full amount of such Purchased Asset payment that would have been payable to received by the Purchaser had such Set-Off overestimate not been exercised unless Seller, acting in good faith, believes such shortfall is a material breach by Licensee of occurred (the Vaxcyte License Agreement and has provided notice to Purchaser under ‎Section 5.8(a) regarding such shortfall, in which case ‎Section 5.8(b) shall govern the enforcement amount of such breach, and ‎Section 5.8(c) shall govern the disbursement of the Proceeds of such enforcement. After Seller makes the payment referred to reduction in the first sentence of this ‎Section 5.6‎(cPurchased Royalty Interest, the “Shortfall Amount”), then the Seller shall be entitled topromptly pay the Purchaser the Shortfall Amount. If the Purchased Royalty Interest paid for any period commencing on July 1, and Purchaser shall not be entitled to, any amounts recovered from Licensee in respect of such Set-Off. (d) All remittances pursuant 2022 or later is increased by GSK due to this ‎Section 5.6 shall be made (i) without set-off or deduction of any kind (except as required an underestimate by applicable Law) and (ii) by wire transfer of immediately available funds to such account as the relevant payee may designate in writing (such designation to be made at least [*] prior to any such payment). (e) A late fee of [*] ([*]%) over the prime rate published by the Wall Street Journal, from time to time, as the prime rate shall accrue on all unpaid amounts on an annualized basis with respect to any sum payable under ‎Section 5.6(a) or ‎Section 5.6(b) beginning [*] after receipt of such payment received in error.GSK

Misdirected Payments. Purchaser and Seller covenant and agree that Seller and Purchaser shall remit, with reasonable promptness, to the other any payments received, which payments are on or in respect of accounts or notes receivable owned by (aor are otherwise payable to) Seller or Purchaser, as applicable. Notwithstanding the terms foregoing, Seller agrees to remit to Purchaser, within thirty (30) days of receipt by Seller, any payments received by Seller for services rendered by Purchaser after the Escrow Agreement, the Licensee Instruction or the Licensee Letter Agreement, commencing on the Closing Date and at all times thereafter, if any portion of the Purchased Assets is paid Effective Time. Purchaser also agrees to remit to Seller, then within thirty (i30) days of receipt by Purchaser, any payments received by Purchaser for services rendered by Seller shall hold such amount prior to the Effective Time. In addition, and without limitation, in trust the event of a determination by any governmental or third-party payor that payments to Seller for the benefit of Purchaser Business resulted in a segregated account, (ii) Seller shall have no right, title an overpayment or interest whatsoever in such amount and shall not create other determination that funds previously paid by any program or suffer plan related to exist any Lien thereon and (iii) Seller promptly, and in any event no later than [*] following the receipt by Seller of such amount, shall remit such amount to Purchaser Account. Seller shall notify Purchaser of such wire transfer and provide reasonable details regarding the Purchased Assets payment so received by Seller. (b) Notwithstanding the terms of the Escrow Agreement, the Licensee Instruction or the Licensee Letter Agreement, commencing on the Closing Date and at all times thereafter, if any amount due under the Vaxcyte License Agreement that does not constitute the Purchased Assets is paid to Purchaser, then (i) Purchaser shall hold such amount in trust for the benefit of Seller in a segregated account, (ii) Purchaser shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) Purchaser promptly, and in any event no later than [*] following the receipt by Purchaser of such amount, shall remit such amount to Seller Account. Purchaser shall notify Seller of such wire transfer and provide reasonable details regarding the erroneous payment so received by Purchaser. (c) If Licensee exercises any Set-Off against any payment of the Purchased Assets, then Seller shall promptly (and in any event no later than [*]) following payment of the Purchased Assets reduced by such Set-Off, make a true-up payment to Purchaser such that Purchaser receives the full amount of such Purchased Asset payment that would have been payable to Purchaser had such Set-Off not been exercised unless Seller, acting in good faith, believes such shortfall is a material breach by Licensee of the Vaxcyte License Agreement and has provided notice to Purchaser under ‎Section 5.8(a) regarding such shortfall, in which case ‎Section 5.8(b) shall govern the enforcement of such breach, and ‎Section 5.8(c) shall govern the disbursement of the Proceeds of such enforcement. After Seller makes the payment referred to in the first sentence of this ‎Section 5.6‎(c)Business must be repaid, Seller shall be entitled toresponsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered prior to the Effective Time, and Purchaser shall not be entitled to, any amounts recovered from Licensee in respect responsible for repayment of said monies (or defense of such Setactions) if such overpayment or other repayment determination was for services rendered after the Effective Time. In the event that, following the Effective Time, Purchaser suffers any offsets against reimbursement under any third-Off. party payor or reimbursement programs owed to Purchaser, relating to amounts owing under any such programs by Seller for services rendered prior to the Effective Time, Seller shall within thirty (d30) All remittances pursuant days of receipt of a written demand from Purchaser pay to this ‎Section 5.6 shall be made Purchaser the amounts so billed or offset. To the extent permitted by law, from the Effective Time to such date as: (i) without setCMS issues a tie-off or deduction of any kind (except as required by applicable Law) and (ii) by wire transfer of immediately available funds in notice to such account as the relevant payee may designate in writing (such designation to be made at least [*] prior to any such payment). (e) A late fee of [*] ([*]%) over the prime rate published by the Wall Street Journal, from time to time, as the prime rate shall accrue on all unpaid amounts on an annualized basis Purchaser with respect to the Business (the “Tie-In Notice”), Seller hereby grants Purchaser the right to submit claims, reports, documents and other information to CMS or its contractors using Seller’s Medicare Number, Seller’s Medicaid Number, Seller’s NPI Number, and other information as necessary to receive payment for such services, for services provided to patients through the Business during such period. Subject to the terms set forth in Section 5, Seller acknowledges and agrees that all ~#4849-2426-8572 - 37436/09006~ 9 such receivables arising from services rendered after the Effective Time are the sole property of Purchaser. In the event that, following the Effective Time, Seller suffers any sum payable offsets against reimbursement under ‎Section 5.6(aany third-party payor or reimbursement programs owed to Seller, relating to amounts owing under any such programs by Purchaser or any of its affiliates for services rendered after the Effective Time, Purchaser shall within thirty (30) or ‎Section 5.6(b) beginning [*] after days of receipt of such payment received in errora written demand from Seller pay to Seller the amounts so billed or offset. The terms of this Section 16 shall survive Closing.

Misdirected Payments. (a) Notwithstanding In the terms event that any Provider receives a Misdirected Payment in the form of a check, such Provider shall within one Business Day send such Misdirected Payment, in the Escrow Agreementform received by such Provider, by hand or overnight delivery service to a Lockbox together with the Licensee Instruction envelope in which such payment was received. In the event that any Provider receives a Misdirected Payment in the form of cash or wire transfer, such Provider shall within one Business Day wire transfer the Licensee Letter Agreement, commencing on the Closing Date and at all times thereafter, if any portion amount of the Purchased Assets is paid such Misdirected Payment directly to Seller, then (i) Seller a Lockbox Account. All Misdirected Payments shall hold such amount in trust for the benefit of Purchaser in a segregated account, (ii) Seller shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) Seller promptlybe sent promptly upon receipt thereof, and in any no event no later than [*] following the close of business, on the first Business Day after receipt by Seller of such amount, shall remit such amount to Purchaser Account. Seller shall notify Purchaser of such wire transfer and provide reasonable details regarding the Purchased Assets payment so received by Sellerthereof. (b) Notwithstanding If a Misdirected Payment in the terms form of a check is received by the Escrow Agreement, Purchaser more than ten days after the Licensee Instruction or the Licensee Letter Agreement, commencing postmark date on the Closing Date and at all times thereafterenvelope enclosing a check from the Obligor (or, if any amount due no such envelope is sent to a Lockbox by a Provider, more than ten 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 tenth subsequent day to and including the date such check is received in a Lockbox Account, at a rate equal to the interest rate then in effect under the Vaxcyte License Agreement Loan Agreement; provided that does not constitute the Purchased Assets if such Misdirected Payment is paid received prior to Purchaser, such tenth subsequent day then (i) Purchaser shall hold such amount in trust for the benefit of Seller in a segregated account, (ii) Purchaser shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) Purchaser promptly, and in any event no later than [*] following the receipt by Purchaser of such amount, shall remit such amount to Seller Account. Purchaser shall notify Seller of such wire transfer and provide reasonable details regarding the erroneous payment so received by Purchaserwill be owed. (c) If Licensee exercises Each Provider hereby agrees and consents to the Purchaser taking such 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) the Purchaser, its assigns or designees, or any Set-Off against any payment member of the Purchased AssetsHFG Group executing on such Provider's behalf and delivering to such Obligor a copy of such Notice, then Seller and (ii) the Purchaser, its assigns or designees, or any member of the HFG Group contacting such Obligor by telephone to confirm the instructions previously set forth in the Notice to such Obligor. Upon the Purchaser's request, such Provider shall promptly (and in any event no later than [*]event, within two Business Days from such request) following payment of the Purchased Assets reduced by take such Set-Off, make a true-up payment to Purchaser such that Purchaser receives the full amount of such Purchased Asset payment that would have been payable to Purchaser had such Set-Off not been exercised unless Seller, acting in good faith, believes such shortfall is a material breach by Licensee of the Vaxcyte License Agreement and has provided notice to Purchaser under ‎Section 5.8(a) regarding such shortfall, in which case ‎Section 5.8(b) shall govern the enforcement of such breach, and ‎Section 5.8(c) shall govern the disbursement of the Proceeds of such enforcement. After Seller makes the payment referred to in the first sentence of this ‎Section 5.6‎(c), Seller shall be entitled to, and Purchaser shall not be entitled to, any amounts recovered from Licensee in respect of such Set-Off. (d) All remittances pursuant to this ‎Section 5.6 shall be made (i) without set-off or deduction of any kind (except as required by applicable Law) and (ii) by wire transfer of immediately available funds to such account similar actions as the relevant payee Purchaser may designate in writing (such designation to be made at least [*] prior to any such payment)request. (e) A late fee of [*] ([*]%) over the prime rate published by the Wall Street Journal, from time to time, as the prime rate shall accrue on all unpaid amounts on an annualized basis with respect to any sum payable under ‎Section 5.6(a) or ‎Section 5.6(b) beginning [*] after receipt of such payment received in error.

Misdirected Payments. (a) Notwithstanding the terms of the Escrow Agreement, the Licensee Instruction or and the Licensee Letter Paying Agent Agreement, commencing on the Closing Date and at all times thereafter, if any portion of the Purchased Assets is paid to the Seller, then (i) the Seller shall hold such amount in trust for the benefit of the Purchaser in a segregated account, (ii) the Seller shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Seller promptly, and in any event no later than [***] following the receipt by the Seller of such amount, shall remit such amount to the Purchaser Account. The Seller shall notify the Purchaser of such wire transfer and provide reasonable details regarding the Purchased Assets payment so received by the Seller. (b) Notwithstanding the terms of the Escrow Agreement, the Licensee Instruction or and the Licensee Letter Paying Agent Agreement, commencing on the Closing Date and at all times thereafter, if any amount due under the Vaxcyte Medco License Agreement that does not constitute the Purchased Assets is paid to the Purchaser, then (i) the Purchaser shall hold such amount in trust for the benefit of the Seller in a segregated account, (ii) the Purchaser shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) the Purchaser promptly, and in any event no later than [***] following the receipt by the Purchaser of such amount, shall remit such amount to the Seller Account. The Purchaser shall notify the Seller of such wire transfer and provide reasonable details regarding the erroneous payment so received by the Purchaser. (c) If the Licensee exercises any Set-Off against any payment of the Purchased Assets, then Seller shall promptly (and in any event no later than [***]) following payment of the Purchased Assets reduced by such Set-Off, make a true-up payment to the Purchaser such that the Purchaser receives the full amount of such Purchased Asset payment that would have been payable to the Purchaser had such Set-Off not been exercised unless Seller, acting in good faith, believes such shortfall is a material breach by Licensee of the Vaxcyte License Agreement and has provided notice to Purchaser under ‎Section 5.8(a) regarding such shortfall, in which case ‎Section 5.8(b) shall govern the enforcement of such breach, and ‎Section 5.8(c) shall govern the disbursement of the Proceeds of such enforcementexercised. After the Seller makes the payment referred to in the first sentence of this ‎Section 5.6‎(cSection 5.6(c), the Seller shall be entitled to, and the Purchaser shall not be entitled to, any amounts recovered from the Licensee in respect of such Set-Off. (d) All remittances pursuant to this ‎Section Section 5.6 shall be made (i) without set-off or deduction of any kind (except as required by applicable Law) and (ii) by wire transfer of immediately available funds to such account as the relevant payee may designate in writing (such designation to be made at least [***] prior to any such payment). (e) A late fee of [***] ([*]%) over the prime rate published by the Wall Street Journal, from time to time, as the prime rate shall accrue on all unpaid amounts on an annualized basis with respect to any sum payable under ‎Section Section 5.6(a) or ‎Section Section 5.6(b) beginning [***] after receipt of such payment received in error.

Misdirected Payments. (a) Notwithstanding the terms of the Escrow Agreement, the Licensee Instruction Seller shall promptly remit to Buyer any monies received by Seller after Closing constituting or the Licensee Letter Agreement, commencing on the Closing Date and at all times thereafter, if any portion in respect of the Purchased Assets is paid or Assumed Liabilities or Buyer’s operation of the Hospital Operations on or following the Effective Time. Except as provided in Section 7.17, Buyer shall promptly remit to Seller any monies received by Buyer after Closing constituting or in respect of the Excluded Assets or Excluded Liabilities or, to the extent not relating to the Assumed Liabilities or a Purchased Asset, related to Seller, then (i) Seller shall hold such amount in trust for ’s operation of the benefit of Purchaser in a segregated account, (ii) Seller shall have no right, title or interest whatsoever in such amount and shall not create or suffer Hospital Operations prior to exist any Lien thereon and (iii) Seller promptlythe Effective Time. In addition, and without limitation except as otherwise provided by Section 1.04(j), in the event of a determination by any event no later than [*] following governmental or third party payor that payments to the receipt by Seller of such amount, shall remit such amount to Purchaser Account. Seller shall notify Purchaser of such wire transfer and provide reasonable details regarding the Purchased Assets payment so received by Seller. (b) Notwithstanding the terms of the Escrow Agreement, the Licensee Instruction or the Licensee Letter Agreement, commencing on Hospital Operations resulted in an overpayment or other determination that funds previously paid by any program or plan to the Closing Date and at all times thereafter, if any amount due under the Vaxcyte License Agreement that does not constitute the Purchased Assets is paid to Purchaser, then (i) Purchaser shall hold such amount in trust for the benefit of Seller in a segregated account, (ii) Purchaser shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) Purchaser promptly, and in any event no later than [*] following the receipt by Purchaser of such amount, shall remit such amount to Seller Account. Purchaser shall notify Seller of such wire transfer and provide reasonable details regarding the erroneous payment so received by Purchaser. (c) If Licensee exercises any Set-Off against any payment of the Purchased Assets, then Seller shall promptly (and in any event no later than [*]) following payment of the Purchased Assets reduced by such Set-Off, make a true-up payment to Purchaser such that Purchaser receives the full amount of such Purchased Asset payment that would have been payable to Purchaser had such Set-Off not been exercised unless Seller, acting in good faith, believes such shortfall is a material breach by Licensee of the Vaxcyte License Agreement and has provided notice to Purchaser under ‎Section 5.8(a) regarding such shortfall, in which case ‎Section 5.8(b) shall govern the enforcement of such breach, and ‎Section 5.8(c) shall govern the disbursement of the Proceeds of such enforcement. After Seller makes the payment referred to in the first sentence of this ‎Section 5.6‎(c)Hospital Operations must be repaid, Seller shall be entitled to, and Purchaser shall not be entitled to, any amounts recovered from Licensee in respect responsible for repayment of said monies (or defense of such Setactions) if such overpayment or other repayment determination was for services rendered prior to the Effective Time and Buyer shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered after the Effective Time. In the event that, following the Effective Time, Buyer suffers any offsets against reimbursement under any third-Off. (d) All remittances party payor or reimbursement programs due to Buyer, relating to amounts owing under any such programs by Seller or any of its Affiliates for services rendered on and before the Effective Time, Seller shall promptly upon demand from Buyer pay to Buyer the amounts so billed or offset. Buyer and Seller shall develop a cash management system that provides for a daily sweep and transfer of monies owed to Buyer pursuant to this ‎Section 5.6 shall be made (i) without set-off or deduction of any kind (except as required by applicable Law) and (ii) by wire transfer of immediately available funds to such account as the relevant payee may designate in writing (such designation to be made at least [*] prior to any such payment). (e) A late fee of [*] ([*]%) over Agreement, including the prime rate published by the Wall Street JournalAccounts Receivable, from time the Seller’s applicable bank account into an account or accounts that are the sole and exclusive property of Buyer and controlled by Buyer and shall provide Buyer with viewing or inspection rights as to time, as the prime rate shall accrue on all unpaid amounts on an annualized basis with respect to any sum payable under ‎Section 5.6(a) or ‎Section 5.6(b) beginning [*] after receipt of such payment received in errorSeller’s account from which funds are swept for that purpose.

Misdirected Payments. (a) Notwithstanding In the terms event that the Borrower -------------------- or any Health Care Provider receives a Misdirected Payment from an Insurer in the form of the Escrow Agreementa check, the Licensee Instruction Borrower shall send (or shall cause such Health Care Provider to send) such Misdirected Payment, by overnight mail to the Preexisting Lockbox Account, the New Lockbox Account, the New Health Care Provider Lockbox Account or the Licensee Letter AgreementHealth Care Provider Lockbox Account to which such Misdirected Payment should have originally been sent. In the event that the Borrower or any Health Care Provider receives a Misdirected Payment from a Government Entity in the form of a check, commencing on the Closing Date and at all times thereafterBorrower shall send (or shall cause such Health Care Provider to send) to the Health Care Provider Lockbox such Misdirected Payment by overnight mail. In the event the Borrower or any Health Care Provider receives a Misdirected Payment in the form of cash or wire transfer, if any portion the Borrower shall immediately wire transfer (or shall cause such Health Care Provider to immediately wire transfer) the amount of such Misdirected Payment directly into the Purchased Assets is paid to Seller, then (i) Seller Agent's Account. All Misdirected Payments shall hold such amount in trust for the benefit of Purchaser in a segregated account, (ii) Seller shall have no right, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) Seller promptlybe sent promptly upon receipt thereof, and in any no event no later than [*] following the close of business, local time, on the first Business Day after receipt by Seller of such amount, shall remit such amount to Purchaser Account. Seller shall notify Purchaser of such wire transfer and provide reasonable details regarding the Purchased Assets payment so received by Sellerthereof. (b) Notwithstanding The Borrower hereby agrees and consents to the terms Agent taking such actions as are reasonably necessary to ensure that future payments from the Payor of a Misdirected Payment or from the Escrow AgreementPayor of a payment into any Health Care Provider Account shall be made in accordance with this Agreement including, without limitation, to the Licensee Instruction or the Licensee Letter Agreementmaximum extent permitted by law, commencing on the Closing Date and at all times thereafter, if any amount due under the Vaxcyte License Agreement that does not constitute the Purchased Assets is paid to Purchaser, then (i) Purchaser shall hold the Agent or the Lender executing on the Borrower's or Health Care Provider's behalf and delivering to such amount in trust for the benefit Payor a new Notice to Insurers or other form of Seller in a segregated accountinstruction, as applicable, and (ii) Purchaser shall have no rightthe Agent or the Lender contacting such Payor by telephone to confirm the instructions previously provided to such Payor. Upon the Agent's or Lender's request, title or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon and (iii) Purchaser promptly, and in any event no later than [*] following the receipt by Purchaser of such amount, shall remit such amount to Seller Account. Purchaser shall notify Seller of such wire transfer and provide reasonable details regarding the erroneous payment so received by Purchaser. (c) If Licensee exercises any Set-Off against any payment of the Purchased Assets, then Seller Borrower shall promptly (and in any event no later than [*]event, within two Business Days from such request) following payment of the Purchased Assets reduced by take (or shall promptly cause any Health Care Provider to) take such Set-Off, make a true-up payment to Purchaser such that Purchaser receives the full amount of such Purchased Asset payment that would have been payable to Purchaser had such Set-Off not been exercised unless Seller, acting in good faith, believes such shortfall is a material breach by Licensee of the Vaxcyte License Agreement and has provided notice to Purchaser under ‎Section 5.8(a) regarding such shortfall, in which case ‎Section 5.8(b) shall govern the enforcement of such breach, and ‎Section 5.8(c) shall govern the disbursement of the Proceeds of such enforcement. After Seller makes the payment referred to in the first sentence of this ‎Section 5.6‎(c), Seller shall be entitled to, and Purchaser shall not be entitled to, any amounts recovered from Licensee in respect of such Set-Off. (d) All remittances pursuant to this ‎Section 5.6 shall be made (i) without set-off or deduction of any kind (except as required by applicable Law) and (ii) by wire transfer of immediately available funds to such account similar actions as the relevant payee Agent or the Lender may designate in writing (such designation to be made at least [*] prior to any such payment)request. (e) A late fee of [*] ([*]%) over the prime rate published by the Wall Street Journal, from time to time, as the prime rate shall accrue on all unpaid amounts on an annualized basis with respect to any sum payable under ‎Section 5.6(a) or ‎Section 5.6(b) beginning [*] after receipt of such payment received in error.