Common use of Misdirected Payments Clause in Contracts

Misdirected Payments. (a) In the 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 form received by such Provider, by hand or overnight delivery service to a Lockbox together with the 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 amount of such Misdirected Payment directly to a 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) If a Misdirected Payment in the form of a check is received by the Purchaser more than ten days after the postmark date on the envelope enclosing a check from the Obligor (or, if 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 Loan Agreement; provided that if such Misdirected Payment is received prior to such tenth subsequent day then no interest will be owed. (c) 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 member of the HFG Group executing on such Provider's behalf and delivering to such Obligor a copy of such Notice, 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, within two Business Days from such request) take such similar actions as the Purchaser may request.

Misdirected Payments. (a) In Notwithstanding the event that terms of the Licensee Instruction and the Paying Agent Agreement, commencing on the Closing Date and at all times thereafter, if any Provider receives 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 Misdirected Payment 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 form of a check, such Provider shall within one Business Day send such Misdirected Payment, in the form received by such Provider, by hand or overnight delivery service to a Lockbox together with the 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 amount of such Misdirected Payment directly to a Lockbox Account. All Misdirected Payments shall be sent promptly upon receipt thereofSeller promptly, and in any event no event later than [***] following the close receipt by the Seller of businesssuch amount, on shall remit such amount to the first Business Day after receipt thereofPurchaser 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) If Notwithstanding the terms of the Licensee Instruction and the Paying Agent Agreement, commencing on the Closing Date and at all times thereafter, if any amount due under the 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 Misdirected Payment 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 form Purchaser promptly, and in any event no later than [***] following the receipt by the Purchaser of a check is 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 more than ten days after the postmark date on the envelope enclosing a check from the Obligor (or, if 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 Loan Agreement; provided that if such Misdirected Payment is received prior to such tenth subsequent day then no interest will be owedPurchaser. (c) Each Provider hereby agrees and consents to If 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 Licensee exercises any member Set-Off against any payment of the HFG Group executing on such Provider's behalf and delivering to such Obligor a copy of such NoticePurchased Assets, 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 then Seller shall promptly (and in any eventevent no later than [***]) following payment of the Purchased Assets reduced by such Set-Off, within two Business Days 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. After the Seller makes the payment referred to in the first sentence of this Section 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 requestSet-Off. (d) take 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 similar actions account as the Purchaser relevant payee may requestdesignate in writing (such designation to be made at least [***] prior to any such payment). (e) A late fee of [***] 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) In Notwithstanding the terms of the Instruction Letter and the Escrow Agreement, commencing on the Closing Date and at all times thereafter, if any portion of the Purchased Assets is paid to Seller 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 any right, title, or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon, and (iii) Seller shall, or shall use commercially reasonable efforts to cause such Non-Seller Royalty Party, as applicable, to promptly (and in any event that any Provider receives a Misdirected Payment in no later than [***]) following the form receipt by Seller or such Non-Seller Royalty Party, as applicable, of a checksuch amount, remit such Provider amount to the Purchaser Account. Seller shall, or shall within one Business Day send use commercially reasonable effects to cause such Misdirected PaymentNon-Seller Royalty Party to, in notify Purchaser of such wire transfer and provide reasonable details regarding the form Purchased Assets payment so received by Seller or such Provider, by hand or overnight delivery service to a Lockbox together with the 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 amount of such Misdirected Payment directly to a 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 thereofNon-Seller Royalty Party. (b) If Notwithstanding the terms of the Instruction Letter and the Escrow Agreement, commencing on the Closing Date and at all times thereafter, if any amount due under the 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 Misdirected Payment 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 shall promptly remit such amount to the form Seller Account or account of a check is 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 the Purchaser more than ten days after the postmark date on the envelope enclosing a check from the Obligor (or, if 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 Loan Agreement; provided that if such Misdirected Payment is received prior to such tenth subsequent day then no interest will be owedPurchaser. (c) 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 If Takeda exercises any member Non-Permitted Set-Off against any payment of the HFG Group executing on such Provider's behalf and delivering to such Obligor a copy of such NoticePurchased Assets, 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 then Seller shall promptly (and in any eventevent no later than [***] following the payment of the Purchased Assets affected by such Non-Permitted Set-Off), within two Business Days make a true-up payment to Purchaser such that Purchaser receives the full amount of such Purchased Assets payment that would have been paid to Purchaser had such Non-Permitted Set-Off not occurred. Notwithstanding anything to the contrary herein, to the extent Seller shall have made a true-up payment to Purchaser pursuant to this Section 5.5(c) in respect of any Non-Permitted Set-Off, any subsequent payment received from Takeda in respect, and to the extent, of such requestNon-Permitted Set-Off shall not be included in the Purchased Assets, such that the subsequent payment is included (d) take All remittances pursuant to this Section 5.5 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 similar actions account as the Purchaser relevant payee has designated under this Agreement or, for Non-Seller Royalty Parties other than Purchaser, as they may requestotherwise 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 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 5.5(a) or Section 5.5(b) beginning [***] after a Party has actual knowledge of its receipt of such payment in error (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) In Notwithstanding the event that terms of the GSK Instruction, commencing upon the Closing and at all times thereafter during the term of this Agreement, if any Provider receives portion of the Purchased 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 Misdirected Payment 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 form of a check, such Provider shall within one Business Day send such Misdirected Payment, in the form received by such Provider, by hand or overnight delivery service to a Lockbox together with the 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 amount of such Misdirected Payment directly to a Lockbox Account. All Misdirected Payments shall be sent promptly upon receipt thereofSeller promptly, and in any event no event later than five (5) Business Days following the close receipt by the Seller of businesssuch amount, on shall remit such amount in full, subject to Section 5.10(c), to the first Business Day after receipt thereofPurchaser Account. The Seller shall notify the Purchaser of such wire transfer and provide reasonable details regarding the Purchased Royalty Interest payment so received by the Seller. (b) If Notwithstanding the terms of the GSK Instruction, commencing upon the Closing and at all times thereafter, if any amount due under the Settlement Agreement that does not constitute the Purchased 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 Misdirected Payment 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 form Purchaser promptly, and in any event no later than five (5) Business Days following the receipt by the Purchaser of a check is 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 more than ten days after the postmark date on the envelope enclosing a check from the Obligor (or, if 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 Loan Agreement; provided that if such Misdirected Payment is received prior to such tenth subsequent day then no interest will be owedPurchaser. (c) Each Provider hereby agrees and consents If the Purchased Royalty Interest paid for any period commencing on July 1, 2022 or later is reduced (other than as a result of a Permitted Reduction) by GSK due to an overestimate by GSK of Net Sales for any period prior to July 1, 2022 to less than the amount that would have been received by the Purchaser taking had such actions as are reasonably necessary to ensure that future payments from overestimate not occurred (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 member of the HFG Group executing on such Provider's behalf and delivering to such Obligor a copy amount of such Notice, 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 reduction in the Notice to such Obligor. Upon Purchased Royalty Interest, the Purchaser's request“Shortfall Amount”), such Provider then the Seller shall promptly (and in any event, within two Business Days from such request) take such similar actions as pay the Purchaser may request.the Shortfall Amount. If the Purchased Royalty Interest paid for any period commencing on July 1, 2022 or later is increased by GSK due to an underestimate by GSK

Misdirected Payments. (a) In Notwithstanding the terms of the Instruction Letter and the Escrow Agreement, commencing on the Closing Date and at all times thereafter, if any portion of the Purchased Assets is paid to Seller 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 any right, title, or interest whatsoever in such amount and shall not create or suffer to exist any Lien thereon, and (iii) Seller shall, or shall use commercially reasonable efforts to cause such Non-Seller Royalty Party, as applicable, to promptly (and in any event that any Provider receives a Misdirected Payment in no later than five (5) Business Days) following the form receipt by Seller or such Non-Seller Royalty Party, as applicable, of a checksuch amount, remit such Provider amount to the Purchaser Account. Seller shall, or shall within one Business Day send use commercially reasonable effects to cause such Misdirected PaymentNon-Seller Royalty Party to, in notify Purchaser of such wire transfer and provide reasonable details regarding the form Purchased Assets payment so received by Seller or such Provider, by hand or overnight delivery service to a Lockbox together with the 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 amount of such Misdirected Payment directly to a 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 thereofNon-Seller Royalty Party. (b) If Notwithstanding the terms of the Instruction Letter and the Escrow Agreement, commencing on the Closing Date and at all times thereafter, if any amount due under the 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 Misdirected Payment 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 shall promptly remit such amount to the form Seller Account or account of a check is 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 the Purchaser more than ten days after the postmark date on the envelope enclosing a check from the Obligor (or, if 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 Loan Agreement; provided that if such Misdirected Payment is received prior to such tenth subsequent day then no interest will be owedPurchaser. (c) 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 If UT exercises any member Non-Permitted Set-Off against any payment of the HFG Group executing on such Provider's behalf and delivering to such Obligor a copy of such NoticePurchased Assets, 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 then Seller shall promptly (and in any eventevent no later than thirty (30) calendar days following the payment of the Purchased Assets affected by such Non-Permitted Set-Off), within two make a true-up payment to Purchaser such that Purchaser receives the full amount of such Purchased Assets payment that would have been paid to Purchaser had such Non-Permitted Set-Off not occurred. Notwithstanding anything to the contrary herein, to the extent Seller shall have made a true-up payment to Purchaser pursuant to this Section 5.4(c) in respect of any Non-Permitted Set-Off, any subsequent payment received from UT in respect, and to the extent, of such Non-Permitted Set-Off shall not be included in the Purchased Assets, such that the subsequent payment is included in the Excluded Assets. For all purposes hereunder, any 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 payments under Section 6.3 of the License Agreement pursuant to Section 7.4(b) of the License Agreement) shall not be treated as a Non-Permitted Set-Off and shall be governed by the provisions of Section 5.11 of this Agreement. (d) All remittances pursuant to this 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 at a rate per annum equal to the U.S. Prime Rate (as set forth in the Wall Street Journal, Eastern Edition, or similar reputable data source) as of the Payment Date (as defined below), shall accrue daily, calculated on the basis of a 365-day year, on all unpaid amounts with respect to (i) any sum payable under Section 5.4(a), Section 5.4(b), beginning ten (10) Business Days after a Party has actual knowledge of its receipt of such payment 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 such request) take such similar actions as the Purchaser may requestfailure of a Non-Seller Royalty Party to timely pay any sum payable under Section 5.4(a).

Misdirected Payments. a. If the Seller or any of its Affiliates, on the one hand, or the Purchaser or any of its Subsidiaries, 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 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 mail (aincluding e-mail) In or other communication received by the 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 after 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 of their respective Affiliates discovers an asset that did not constitute a Transferred Asset immediately prior to the Closing was acquired by the Purchaser or its Affiliates hereunder, the Purchaser or its Affiliates shall assign, transfer and convey such asset to the Seller 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. 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 Provider Material Contract was not set forth on Section 3.13(a) of the Seller Disclosure Schedule as of the date hereof, the Purchaser shall have ten Business Days from the date the Purchaser receives a Misdirected Payment in the form of a check, such Provider shall within one Business Day send such Misdirected Payment, in the form received by such Provider, by hand or overnight delivery service to a Lockbox together with the 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 amount of such Misdirected Payment directly to a 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) If a Misdirected Payment in the form of a check is received by the Purchaser more than ten days after the postmark date on the envelope enclosing a check from the Obligor (or, if 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 Loan Agreement; provided that if such Misdirected Payment is received prior to such tenth subsequent day then no interest will be owed. (c) 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 member of the HFG Group executing on such Provider's behalf and delivering to such Obligor a complete copy of such NoticeContract to review such Contract and determine, in its sole discretion, whether to reject such Contract. If the Purchaser determines to reject such Contract, the Seller shall retain all rights, benefits 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 obligations pursuant to such Obligor. Upon the Purchaser's requestContract, such Provider shall promptly (and in any event, within two Business Days from such request) take such similar actions as the Purchaser may requestshall have no liability with respect to such Contract and such Contract shall be deemed to be an Excluded Asset for all purposes hereunder.

Misdirected Payments. (a) In the event that any a Provider receives a Misdirected Payment in the form of a check, such Provider shall within one Business Day immediately send such Misdirected Payment, in the form received by such the Provider, by hand or overnight delivery service to a the appropriate Purchaser Lockbox or Provider Lockbox, as the case may be, together with the envelope in which such payment was received. In the event that any a Provider receives a Misdirected Payment in the form of cash or wire transfer, such Provider shall within one Business Day immediately wire transfer the amount of such Misdirected Payment directly to a the Purchaser 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) If a Misdirected Payment in the form of a check is received by the Purchaser more than ten days seven Business Days after the postmark date on the envelope enclosing a check from the Obligor (or, if no such envelope is sent to a the Purchaser Lockbox by a Provider, more than ten days 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 tenth seventh subsequent day to and including the date such check is received in a Lockbox Accountthe Purchaser Lockbox, at a rate equal to the interest rate LIBO Rate then in effect under the Loan Agreement; provided that Agreement (or the maximum rate legally permitted if less than such Misdirected Payment is received prior to such tenth subsequent day then no interest will be owedrate). (c) Each Provider hereby agrees and consents to the Purchaser taking such actions 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 member of the HFG Group executing on such a Provider's behalf and delivering to such Obligor a copy of such new Notice, 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 At any time, upon the Purchaser's request, such a Provider shall promptly (and in any event, within two Business Days from such request) take such similar actions as the Purchaser may request.

Misdirected Payments. (a) In the event that the Parent or any Provider receives a Misdirected Payment in the form of a check, the Parent or such Provider shall within one Business Day immediately send such Misdirected Payment, in the form received by the Parent or such Provider, by hand or overnight delivery service to a Lockbox together with for deposit into the envelope in which such payment was receivedcorresponding Lockbox Account. In the event that the Parent or any Provider receives a Misdirected Payment in the form of cash or wire transfer, the Parent or such Provider shall within one Business Day immediately wire transfer the amount of such Misdirected Payment directly to a 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 first Business Day after receipt thereof. (b1) If a Misdirected Payment in the form of a check is received by the Purchaser Parent or any Provider more than ten days after the postmark date on the envelope enclosing a check from the Obligor (or, if no such envelope is sent to a Lockbox by a Provider, more than ten six days after the date of such check or wire transfer with respect thereto), then the Providers relevant Provider shall pay interest on such Misdirected Payment to the Purchaser from such tenth sixth subsequent day to and including the date such check is received in a the Lockbox Account, at a rate equal to the interest rate LIBOR then in effect under the Loan Agreement; provided that if such Misdirected Payment is received prior to such tenth subsequent day then no interest will be owed. (c2) 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) the Purchaser, its assigns or designees, or any member of the HFG Group executing on such Provider's behalf and delivering to such Obligor a copy of such Noticenew Notice to Obligors, 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 Obligor to such Obligor. Upon the Purchaser's request, such each Provider shall promptly (and in any event, within two Business Days from such request) take such similar actions as the Purchaser may reasonably request.