Common use of Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts Clause in Contracts

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower will, or will permit any Credit Party to, directly or indirectly, establish any new Deposit Account or Securities Account unless such Borrower or such other Credit Party and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account. (b) Borrowers represent and warrant that Schedule 5.14 (as updated by the Compliance Certificates delivered to Agent from time to time after the Closing Date) lists all of the Deposit Accounts and Securities Accounts of each Borrower as of the Closing Date and as of the date on which each Compliance Certificate is delivered. The provisions of this Section requiring Deposit Account Control Agreements shall not apply to (i) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrowers’ employees and identified to Agent by Borrowers as such; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the two immediately succeeding payroll, payroll tax or benefit payments (or such minimum amount as may be required by any requirement of Law with respect to such accounts), (ii) escrow accounts and trust accounts, in each case entered into in the Ordinary Course of Business and consistent with prudent business practice conduct where the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to exceed $100,000 with respect to all such escrow accounts and trust accounts, (iii) Deposit Accounts or Securities Accounts constituting Credit Card Cash Collateral Accounts or L/C Cash Collateral Accounts, and (iv) Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described in clause (q) of the definition Permitted Liens (the accounts referenced in clauses (i)-(iv), the “Excluded Accounts”). (c) At all times that any Obligations or Affiliated Obligations remain outstanding, Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account.

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower will, or will permit any Credit Party towill, directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Agent, and unless Agent shall otherwise consent, such Borrower or such other Credit Party and the bank, financial institution or securities intermediary at which the account such Deposit Account or Securities Account (other than an Excluded Account) is to be opened opened, enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account. (b) Borrowers Credit Parties represent and warrant that Schedule 5.14 (as updated by the Compliance Certificates delivered to Agent from time to time after the Closing Date) lists all of the Deposit Accounts and Securities Accounts of each Borrower Credit Party as of the Closing Date and as of the date on which each Compliance Certificate is delivered. The provisions of this Section requiring Deposit Account Control Agreements shall not apply to (ia) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of BorrowersCredit Parties’ employees and identified to Agent by Borrowers Credit Parties as such; provided, however, that (b) for accounts holding p▇▇▇▇ cash amounts less than $1,000 per Borrower at all times (with evidence of the aggregate balance amount on deposit in such accounts does not exceed the amount necessary p▇▇▇▇ cash account to make the two immediately succeeding payroll, payroll tax or benefit payments (or such minimum amount as may be required by any requirement of Law with respect provided to such accountsAgent upon request), (ii) escrow accounts and trust accounts, in each case entered into in the Ordinary Course of Business and consistent with prudent business practice conduct where the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to exceed $100,000 with respect to all such escrow accounts and trust accounts, (iii) Deposit Accounts or Securities Accounts constituting Credit Card Cash Collateral Accounts or L/C Cash Collateral Accounts, and (ivc) Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described in clause (qd) of the definition Permitted Liens Contingent Obligations (and subject to the accounts referenced in clauses cap set forth therein) and (i)-(iv)d) any other Deposit Accounts or Securities Accounts to the extent requirements of applicable Law prohibit the granting of a Lien thereon (such accounts, the “Excluded Accounts”). (c) At Subject to Section 7.4, at all times that any Obligations or Affiliated Obligations remain outstanding, Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the immediately succeeding payroll, payroll tax or benefit payment (or such minimum amount as may be required by any requirement of Law with respect to such accounts).

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower will, or will permit any Credit Party Subsidiary to, directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Agent, and unless Agent, such Borrower or such other Credit Party Subsidiary and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account. Without limiting the foregoing, except for Excluded Accounts, no Borrower will permit any Deposit Account or Securities Account of any Credit Party to exist unless such Deposit Account or Securities Account is subject to a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable. (b) Borrowers represent and warrant that Schedule 5.14 (as updated by the Compliance Certificates delivered to Agent from time to time after the Closing Date) lists all of the Deposit Accounts and Securities Accounts of each Borrower as of the Closing Date and as of the on each other date on which each Compliance Certificate such schedule is deliveredrequired to be updated pursuant to Section 4.15. The provisions of this Section 5.14 requiring Deposit Account Control Agreements shall not apply to (i) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrowers’ employees and identified to Agent by Borrowers as such; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the two immediately succeeding payroll, payroll tax or benefit payments (or such minimum amount as may be required by any requirement of Law with respect to such accounts), (ii) escrow other ▇▇▇▇▇ cash deposit accounts and trust accounts, holding deposits in each case entered into an amount not in excess of $100,000 in the Ordinary Course of Business and consistent with prudent business practice conduct where the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to exceed $100,000 with respect to all such escrow accounts and trust deposit accounts, (iii) segregated Deposit Accounts or Securities Accounts constituting Credit Card Cash Collateral Accounts or holding only cash and cash equivalents in an amount that is necessary to secure the L/C Cash Collateral AccountsObligations outstanding at such time and, in any event, not containing cash or cash equivalents greater than an amount equal to 105% of the outstanding LC Obligations at any time and (iv) Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described of any Excluded Subsidiary in clause each case, subject to the restrictions of Section 5.18 (q) of the definition Permitted Liens (the accounts referenced in clauses (i)-(iv), the collectively, “Excluded Accounts”). (c) At all times that any Obligations or Affiliated Obligations remain outstanding, Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the next two (2) immediately succeeding payroll, payroll tax or benefit payments (or such minimum amounts as may be required by any requirement of Law with respect to such accounts).

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower will, or will permit any Credit Party towill, directly or indirectly, establish any new Deposit Account or Securities Account (other than an Excluded Account) unless such Borrower or such other Credit Party and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment within thirty (30) days of date on which such Deposit Account or Securities Account was opened (or such longer period as Agent may agree in writing). If any Deposit Account or Securities Account ceases to constitute an Excluded Account, such Credit Party and the applicable bank, financial institution or securities shall enter into a Deposit Account Control Agreement or Securities Account Control Agreement within thirty (30) days of the date on which such Deposit Account or Securities Account ceased to be an Excluded Account (or such longer period as Agent may agree in writing). Subject to Section 7.4 and the foregoing, Credit Parties shall ensure that each Deposit Account or Securities Account of a Credit Party (other than Excluded Accounts) is subject to a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable. (b) Borrowers Credit Parties represent and warrant that Schedule 5.14 (as updated by the Compliance Certificates Certificate delivered to Agent from time to time after the Closing Date) lists all of the Deposit Accounts and Securities Accounts of each Borrower Credit Party as of the Closing Date and as of the date on which each Compliance Certificate is delivered. The provisions of this Section requiring Deposit Account Control Agreements shall not apply to (i) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrowers’ employees and identified to Agent by Borrowers as such; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the two immediately succeeding payroll, payroll tax or benefit payments (or such minimum amount as may be required by any requirement of Law with respect to such accounts), (ii) escrow accounts and trust accounts, in each case entered into in the Ordinary Course of Business and consistent with prudent business practice conduct where the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to exceed $100,000 with respect to all such escrow accounts and trust accounts, (iii) Deposit Accounts or Securities Accounts constituting Credit Card Cash Collateral Accounts or L/C Cash Collateral Accounts, and (iv) Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described in clause (q) of the definition Permitted Liens (the accounts referenced in clauses (i)-(iv), the “Excluded Accounts”). (c) At all times that any Obligations or Affiliated Obligations remain outstanding, Borrower Borrowers shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the immediately succeeding payroll, payroll tax or benefit payment (or such minimum amount as may be required by any requirement of Law with respect to such accounts) plus $1,000,000.

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower will, or will permit any Credit Party to, directly or indirectly, establish any new Deposit Account or Securities Account unless such Borrower or such other Credit Party and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account. (b) Borrowers represent and warrant that Schedule 5.14 (as updated by the Compliance Certificates delivered to Agent from time to time after the Closing Date) lists all of the Deposit Accounts and Securities Accounts of each Borrower as of the Closing Date and as of the date on which each Compliance Certificate is delivered. The provisions of this Section requiring Deposit Account Control Agreements shall not apply to (i) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrowers’ employees and identified to Agent by Borrowers as such; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the two immediately succeeding payroll, payroll tax or benefit payments (or such minimum amount as may be required by any requirement of Law with respect to such accounts), (ii) escrow accounts and trust accounts, in each case entered into in the Ordinary Course of Business and consistent with prudent business practice conduct where the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to exceed $100,000 500,000 with respect to all such escrow accounts and trust accounts, (iii) Deposit Accounts or Securities Accounts constituting Credit Card Cash Collateral Accounts or L/C Cash Collateral Accounts, and (iv) Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described in clause (q) of the definition Permitted Liens (the accounts referenced in clauses (i)-(iv), the “Excluded Accounts”). (c) At If, as of the close of business on any day, Borrowers have Borrower Unrestricted Cash in an amount less than $10,000,000 (a “Payroll Account Trigger Event”), then Borrowers shall promptly (but in any event within 15 days of the occurrence of the Payroll Account Trigger Event) establish, and at all times that any Obligations or Affiliated Obligations remain outstandingthereafter maintain, Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account.

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower will, or will permit any Credit Party Subsidiary (except Excluded Foreign Subsidiaries) to, directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Agent, and unless Agent, such Borrower or such other Credit Party Subsidiary and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account. (b) Borrowers represent and warrant that Schedule 5.14 (as updated by the Compliance Certificates delivered to Agent from time to time after the Closing Date) lists all of the Deposit Accounts and Securities Accounts of each Borrower as of the Closing Date and as of the date on which each Compliance Certificate is deliveredBorrower. The provisions of this Section requiring Deposit Account Control Agreements shall not apply to (i) Cash Collateral Accounts, (ii) Deposit Accounts of Excluded Foreign Subsidiaries, (iii) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrowers’ employees and identified to Agent by Borrowers as such, (iv) subject to Section 7.4, the Barclays Account; provided, however, provided that the aggregate balance no additional amounts shall be deposited or invested in such accounts does not exceed account by Borrower or its Subsidiaries following the amount necessary to make the two immediately succeeding payroll, payroll tax or benefit payments (or such minimum amount as may be required by any requirement of Law with respect to such accounts), (ii) escrow accounts and trust accounts, in each case entered into in the Ordinary Course of Business and consistent with prudent business practice conduct where the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to exceed $100,000 with respect to all such escrow accounts and trust accounts, (iii) Deposit Accounts or Securities Accounts constituting Credit Card Cash Collateral Accounts or L/C Cash Collateral AccountsClosing Date, and (ivv) Deposit Accounts or Securities Accounts other ▇▇▇▇▇ cash accounts holding cash or Cash Equivalents described deposits in clause an amount not in excess of $50,000 on an individual basis and $100,000 in the aggregate (q) of the definition Permitted Liens (the accounts referenced in clauses (i)-(ivi)-(v), the collectively, “Excluded Accounts”). (c) At all times that any Obligations or Affiliated Obligations remain outstanding, Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the next two (2) immediately succeeding payroll, payroll tax or benefit payments (or such minimum amount as may be required by any requirement of Law with respect to such accounts).

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. MACROBUTTON DocID \\4133-3995-7584 v6 MidCap / Shimmick / Credit, Security and Guaranty Agreement (a) No Borrower Each Credit Party will, and will cause its Subsidiaries to, cause each Deposit Account and Securities Account (other than Excluded Accounts) to be subject to a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable; (b) Without limiting clause (a), no Credit Party will, or will permit any Credit Party Subsidiary to, directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Agent, and unless such Borrower Agent shall otherwise consent or such other Deposit Account or Securities Account constitutes an Excluded Account, such Credit Party or such Subsidiary and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account.; (bc) Borrowers As of the Closing Date and each date that a Compliance Certificate is required to be delivered pursuant to Section 4.1 hereof, Credit Parties represent and warrant that Schedule 5.14 (as updated by the Compliance Certificates delivered to Agent from time to time after the Closing Date) lists all of the Deposit Accounts and Securities Accounts of each Borrower as of the Closing Date and as of the date on which each Compliance Certificate is deliveredCredit Party. The provisions of this Section requiring Deposit Account Control Agreements shall not apply to (i) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrowers’ employees and identified to Agent by Borrowers as such; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the two immediately succeeding payroll, payroll tax or benefit payments (or such minimum amount as may be required by any requirement of Law with respect to such accounts), (ii) escrow accounts and trust accounts, in each case entered into in the Ordinary Course of Business and consistent with prudent business practice conduct where the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to exceed $100,000 with respect to all such escrow accounts and trust accounts, (iii) Deposit Accounts or Securities Accounts constituting Credit Card Cash Collateral Accounts or L/C Cash Collateral Accounts, and (iv) Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described in clause (q) of the definition Permitted Liens (the accounts referenced in clauses (i)-(iv), the “Excluded Accounts”).; and (cd) At all times that any Obligations or Affiliated Obligations remain outstanding, Borrower Credit Parties shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the immediately succeeding payroll, payroll tax or benefit payment (or such minimum amount as may be required by any requirement of Law with respect to such accounts).

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower Credit Party will, or will permit any Credit Party Subsidiary to, directly or indirectly, establish any new Deposit Account or Securities Account (other than Exempted Accounts) without prior written notice to Agent, and, subject to Section 5.14(b), unless Agent, such Borrower Credit Party or such other Credit Party Subsidiary and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement (or an equivalent thereof in a foreign jurisdiction that is acceptable to Agent, acknowledging that for purposes of this Agreement the Disclosed Deed of Pledge of Bank Account Receivables is a Deposit Account Control Agreement with respect to the Deposit Accounts referenced therein) prior to or concurrently with the establishment of such Deposit Account or Securities Account. (b) Borrowers Credit Parties represent and warrant that Schedule 5.14 (as updated by to the Compliance Certificates delivered to Agent from time to time after the Closing Date) Disclosure Letter lists all of the Deposit Accounts and Securities Accounts of each Borrower Credit Party as of the Closing Date and as of the date on which each Compliance Certificate is delivered. The provisions of this Section requiring Deposit Account Control Agreements (or the equivalent thereof in a foreign jurisdiction) shall not apply to Deposit Accounts (i) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of BorrowersCredit Parties’ employees and identified to Agent by Borrowers Credit Parties as such; , (ii) constituting Cash Collateral Accounts (subject to the applicable caps on the amounts in such Cash Collateral Accounts set forth in this Agreement), (iii) of Excluded Foreign Subsidiaries located outside of the United States so long as such Deposit Accounts do not, at any time, have cash in excess of the amounts permitted pursuant to Section 5.17, or (iv) of Borrowers and Guarantors located outside of the United States, provided, however, that the aggregate balance amounts held in such accounts does Deposit Accounts shall not at any time exceed the amount necessary to make the two immediately succeeding payroll, payroll tax or benefit payments [***] (or such minimum amount as may be required by any requirement of Law with respect to such accounts), (iithe equivalent thereof in foreign currency) escrow accounts and trust accounts, in each case entered into in the Ordinary Course of Business and consistent with prudent business practice conduct where aggregate (the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to exceed $100,000 with respect to all such escrow accounts and trust accounts, (iii) Deposit Accounts or Securities Accounts constituting Credit Card Cash Collateral Accounts or L/C Cash Collateral Accounts, and (iv) Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described set forth in clause (qi) of the definition Permitted Liens through (the accounts referenced in clauses (i)-(iviv), the collectively, “Excluded Exempted Accounts”). Furthermore, the provisions of this Section requiring a Deposit Account Control Agreement shall not apply to Borrower’s Deposit Account maintained at [***] disclosed on Schedule 5.14 to the Disclosure Letter during the Bank of America DACA Post-Closing Period (as defined on Schedule 7.4); provided that the aggregate balance maintained in such Bank of America Deposit Account does not, at any time during such period, exceed [***]. (c) At all times that any Obligations or Affiliated Obligations remain outstanding, Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes Taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account; provided, however, that the MidCap / Cerus / A&R Credit, Security and Guaranty Agreement (Term Loan) aggregate balance in such accounts does not exceed the amount necessary to make the immediately succeeding payroll, payroll Tax or benefit payment (or such minimum amount as may be required by any requirement of Law with respect to such accounts).

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower will, or will permit any Credit Party Subsidiary (except Excluded Foreign Subsidiaries) to, directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Agent, and unless Agent, such Borrower or such other Credit Party Subsidiary and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account. (b) Borrowers represent and warrant that Schedule 5.14 (as updated by the Compliance Certificates delivered to Agent from time to time after the Closing Date) lists all of the Deposit Accounts and Securities Accounts of each Borrower as of the Closing Date and as of the date on which each Compliance Certificate is deliveredBorrower. The provisions of this Section requiring Deposit Account Control Agreements shall not apply to (i) Cash Collateral Accounts, (ii) Deposit Accounts of Excluded Foreign Subsidiaries, (iii) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrowers’ employees and identified to Agent by Borrowers as such, (iv) subject to Section 7.4, the Barclays Account; provided, however, provided that the aggregate balance no additional amounts shall be deposited or invested in such accounts does not exceed account by Borrower or its Subsidiaries following the amount necessary to make the two immediately succeeding payroll, payroll tax or benefit payments (or such minimum amount as may be required by any requirement of Law with respect to such accounts), (ii) escrow accounts and trust accounts, in each case entered into in the Ordinary Course of Business and consistent with prudent business practice conduct where the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to exceed $100,000 with respect to all such escrow accounts and trust accounts, (iii) Deposit Accounts or Securities Accounts constituting Credit Card Cash Collateral Accounts or L/C Cash Collateral AccountsClosing Date, and (ivv) Deposit Accounts or Securities Accounts other ▇▇▇▇▇ cash accounts holding cash or Cash Equivalents described deposits in clause an amount not in excess of $50,000 on an individual basis and $100,000 in the aggregate (q) of the definition Permitted Liens (the accounts referenced in clauses (i)-(ivi)-(v), the collectively, “Excluded Accounts”). (c) At all times that any Obligations or Affiliated Obligations remain outstanding, Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the next two (2) immediately succeeding payroll, payroll tax or benefit payments (or such minimum amount as may be required by any requirement of Law with respect to such accounts).

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (aA) No Borrower will, or will permit any Credit Party to, directly or indirectly, establish any new Deposit Account or Securities Account unless such Borrower or such other Credit Party and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account. (bB) Borrowers represent and warrant that Schedule 5.14 (as updated by the Compliance Certificates delivered to Agent from time to time after the Closing Date) lists all of the Deposit Accounts and Securities Accounts of each Borrower as of the Closing Date and as of the date on which each Compliance Certificate is delivered. The provisions of this Section requiring Deposit Account Control Agreements shall not apply to (i) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrowers’ employees and identified to Agent by Borrowers as such; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the two immediately succeeding payroll, payroll tax or benefit payments (or such minimum amount as may be required by any requirement of Law with respect to such accounts), (ii) escrow accounts and trust accounts, in each case entered into in the Ordinary Course of Business and consistent with prudent business practice conduct where the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to exceed $100,000 500,000 with respect to all such escrow accounts and trust accounts, (iii) Deposit Accounts or Securities Accounts constituting Credit Card Cash Collateral Accounts or L/C Cash Collateral Accounts, and (iv) Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described in clause (q) of the definition Permitted Liens (the accounts referenced in clauses (i)-(iv), the “Excluded Accounts”). (cC) At If, as of the close of business on any day, Borrowers have Borrower Unrestricted Cash in an amount less than $10,000,000 (a “Payroll Account Trigger Event”), then Borrowers shall promptly (but in any event within 15 days of the occurrence of the Payroll Account Trigger Event) establish, and at all times that any Obligations or Affiliated Obligations remain outstandingthereafter maintain, Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account.

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower will, or will permit any Credit Party towill, directly or indirectly, establish any new Deposit Account or Securities Account (other than an Excluded Account) unless such Borrower or such other Credit Party and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account MidCap / Apyx Medical / Credit, Security and Guaranty Agreement Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account. Without limiting the foregoing, Credit Parties shall ensure that each Deposit Account or Securities Account of a Credit Party (other than Excluded Accounts) is subject to a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable. (b) Borrowers Credit Parties represent and warrant that Schedule 5.14 (as updated by the Compliance Certificates Certificate delivered to Agent from time to time after the Closing Date) lists all of the Deposit Accounts and Securities Accounts of each Borrower Credit Party as of the Closing Date and as of the date on which each Compliance Certificate is delivered. The provisions of this Section requiring Deposit Account Control Agreements shall not apply to (i) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrowers’ employees and identified to Agent by Borrowers as such; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the two immediately succeeding payroll, payroll tax or benefit payments (or such minimum amount as may be required by any requirement of Law with respect to such accounts), (ii) escrow accounts and trust accounts, in each case entered into in the Ordinary Course of Business and consistent with prudent business practice conduct where the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to exceed $100,000 with respect to all such escrow accounts and trust accounts, (iii) Deposit Accounts or Securities Accounts constituting Credit Card Cash Collateral Accounts or L/C Cash Collateral Accounts, and (iv) Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described in clause (q) of the definition Permitted Liens (the accounts referenced in clauses (i)-(iv), the “Excluded Accounts”). (c) At all times that any Obligations or Affiliated Obligations remain outstanding, Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the immediately succeeding payroll, payroll tax or benefit payment (or such minimum amount as may be required by any requirement of Law with respect to such accounts).

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower Credit Party will, or will permit any Credit Party Subsidiary to, directly or indirectly, establish any new Deposit Account or Securities Account (other than Exempted Accounts) without prior written notice to Agent, and, subject to Section 5.14(b), unless Agent, such Borrower Credit Party or such other Credit Party Subsidiary and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement (or an equivalent thereof in a foreign jurisdiction that is acceptable to Agent, acknowledging that for purposes of this Agreement the Disclosed Deed of Pledge of Bank Account Receivables is a Deposit Account Control Agreement with respect to the Deposit Accounts referenced therein) prior to or concurrently with the establishment of such Deposit Account or Securities Account. (b) Borrowers Credit Parties represent and warrant that Schedule 5.14 (as updated by to the Compliance Certificates delivered to Agent from time to time after the Closing Date) Disclosure Letter lists all of the Deposit Accounts and Securities Accounts of each Borrower Credit Party as of the Closing Date and as of the date on which each Compliance Certificate is delivered. The provisions of this Section requiring Deposit Account Control Agreements (or the equivalent thereof in a foreign jurisdiction) shall not apply to Deposit Accounts (i) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of BorrowersCredit Parties’ employees and identified to Agent by Borrowers Credit Parties as such; , (ii) constituting Cash Collateral Accounts (subject to the applicable caps on the amounts in such Cash Collateral Accounts set forth in this Agreement), (iii) of Excluded Foreign Subsidiaries located outside of the United States so long as such Deposit Accounts do not, at any time, have cash in excess of the amounts permitted pursuant to Section 5.17, or (iv) of Borrowers and Guarantors located outside of the United States, provided, however, that the aggregate balance amounts held in such accounts does Deposit Accounts shall not at any time exceed the amount necessary to make the two immediately succeeding payroll, payroll tax or benefit payments [***] (or such minimum amount as may be required by any requirement of Law with respect to such accounts), (iithe equivalent thereof in foreign currency) escrow accounts and trust accounts, in each case entered into in the Ordinary Course of Business and consistent with prudent business practice conduct where aggregate (the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to exceed $100,000 with respect to all such escrow accounts and trust accounts, (iii) Deposit Accounts or Securities Accounts constituting Credit Card Cash Collateral Accounts or L/C Cash Collateral Accounts, and (iv) Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described set forth in clause (qi) of the definition Permitted Liens through (the accounts referenced in clauses (i)-(iviv), the collectively, “Excluded Exempted Accounts”). (c) At all times that any Obligations or Affiliated Obligations remain outstanding, Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes Taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account.; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the immediately succeeding payroll, payroll Tax or benefit payment (or such minimum amount as may be required by any requirement of Law with respect to such accounts). MidCap / Cerus / Credit, Security and Guaranty Agreement (Revolving Loan) 202312840 v5

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower Each Credit Party will, and will cause its Subsidiaries to, cause each Deposit Account and Securities Account (other than Excluded Accounts) to be subject to a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable; (b) Without limiting clause (a), no Credit Party will, or will permit any Credit Party Subsidiary to, directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Agent, and unless such Borrower Agent (at the direction of the Required Lenders) shall otherwise consent or such other Deposit Account or Securities Account constitutes an Excluded Account, such Credit Party or such Subsidiary and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account.; provided, however, if at any time there ceases to be (or ceases to be required to be) one or more Lockbox Accounts (as defined in and as required by the MidCap Credit Agreement as in effect on the date hereof) the Credit Parties shall immediately enter into a Deposit Account Control Agreement with respect to such Lockbox Accounts or shall immediately direct any deposits previously held in such Lockbox Accounts and shall immediately direct all future receipts or funds that would have otherwise been deposited (or required to have been deposited) in the Lockbox Accounts to be deposited into Deposit Accounts subject to Deposit Account Control Agreements; (bc) Borrowers The Credit Parties represent and warrant that Schedule 5.14 (as updated by the Compliance Certificates delivered to Agent from time to time after the Closing Date) lists all of the Deposit Accounts and Securities Accounts of each Borrower as of the Closing Date and as of the date on which each Compliance Certificate is delivered. The provisions of this Section requiring Deposit Account Control Agreements shall not apply to (i) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrowers’ employees and identified to Agent by Borrowers as suchCredit Party; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the two immediately succeeding payroll, payroll tax or benefit payments (or such minimum amount as may be required by any requirement of Law with respect to such accounts), (ii) escrow accounts and trust accounts, in each case entered into in the Ordinary Course of Business and consistent with prudent business practice conduct where the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to exceed $100,000 with respect to all such escrow accounts and trust accounts, (iii) Deposit Accounts or Securities Accounts constituting Credit Card Cash Collateral Accounts or L/C Cash Collateral Accounts, and (iv) Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described in clause (q) of the definition Permitted Liens (the accounts referenced in clauses (i)-(iv), the “Excluded Accounts”).and (cd) At all times that any Obligations or Affiliated Obligations remain outstanding, Borrower Credit Parties shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the immediately succeeding payroll, payroll tax or benefit payment (or such minimum amount as may be required by any requirement of Law with respect to such accounts).

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower Each Credit Party will, and will cause its Subsidiaries to, cause each Deposit Account and Securities Account (other than Excluded Accounts) to be subject to a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable; (b) Without limiting clause (a), no Credit Party will, or will permit any Credit Party Subsidiary to, directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Agent, and unless such Borrower Agent (at the direction of the Required Lenders) shall otherwise consent or such other Deposit Account or Securities Account constitutes an Excluded Account, such Credit Party or such Subsidiary and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account.; provided, however, if at any time there ceases to be (or ceases to be required to be) one or more “Deposit Accounts” (as defined in and as required by the Ares Credit Agreement as in effect on the Third Amendment Effective Date) the Credit Parties shall immediately enter into a Deposit Account Control Agreement with respect to such “Deposit Accounts” or shall immediately direct any deposits previously held in such “Deposit Accounts” and shall immediately direct all future receipts or funds that would have otherwise been deposited (or required to have been deposited) in such “Deposited Accounts” to be deposited into Deposit Accounts subject to Deposit Account Control Agreements; (bc) Borrowers The Credit Parties represent and warrant that Schedule 5.14 (as updated by the Compliance Certificates delivered to Agent from time to time after the Closing Date) lists all of the Deposit Accounts and Securities Accounts of each Borrower as of the Closing Date and as of the date on which each Compliance Certificate is delivered. The provisions of this Section requiring Deposit Account Control Agreements shall not apply to (i) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrowers’ employees and identified to Agent by Borrowers as suchCredit Party; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the two immediately succeeding payroll, payroll tax or benefit payments (or such minimum amount as may be required by any requirement of Law with respect to such accounts), (ii) escrow accounts and trust accounts, in each case entered into in the Ordinary Course of Business and consistent with prudent business practice conduct where the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to exceed $100,000 with respect to all such escrow accounts and trust accounts, (iii) Deposit Accounts or Securities Accounts constituting Credit Card Cash Collateral Accounts or L/C Cash Collateral Accounts, and (iv) Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described in clause (q) of the definition Permitted Liens (the accounts referenced in clauses (i)-(iv), the “Excluded Accounts”).and (cd) At all times that any Obligations or Affiliated Obligations remain outstanding, Borrower Credit Parties shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the immediately succeeding payroll, payroll tax or benefit payment (or such minimum amount as may be required by any requirement of Law with respect to such accounts).

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower will, or will permit any Credit Party towill, directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Agent, and unless Agent shall otherwise consent, such Borrower or such other Credit Party and the bank, financial institution or securities intermediary at which the account such Deposit Account or Securities Account (other than an Excluded Account) is to be opened opened, enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account. (b) Borrowers Credit Parties represent and warrant that Schedule 5.14 (as updated by the Compliance Certificates delivered to Agent from time to time after the Closing Date) lists all of the Deposit Accounts and Securities Accounts of each Borrower Credit Party as of the Closing Date and as of the date on which each Compliance Certificate is delivered. The provisions of this Section requiring Deposit Account Control Agreements shall not apply to (ia) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of BorrowersCredit Parties’ employees and identified to Agent by Borrowers Credit Parties as such; provided, however, that (b) for accounts holding p▇▇▇▇ cash amounts less than $1,000 per Borrower at all times (with evidence of the aggregate balance amount on deposit in such accounts does not exceed the amount necessary p▇▇▇▇ cash account to make the two immediately succeeding payroll, payroll tax or benefit payments (or such minimum amount as may be required by any requirement of Law with respect provided to such accountsAgent upon request), (ii) escrow accounts and trust accounts, in each case entered into in the Ordinary Course of Business and consistent with prudent business practice conduct where the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to exceed $100,000 with respect to all such escrow accounts and trust accounts, (iii) Deposit Accounts or Securities Accounts constituting Credit Card Cash Collateral Accounts or L/C Cash Collateral Accounts, and (ivc) Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described in clause (qd) of the definition Permitted Liens Contingent Obligations (and subject to the accounts referenced in clauses cap set forth therein) and (i)-(iv)d) any other Deposit Accounts or Securities Accounts to the extent requirements of applicable Law prohibit the granting of a Lien thereon (such accounts, the “Excluded Accounts”).. MidCap / Xtant / Credit, Security and Guaranty Agreement (Term Loan) (c) At Subject to Section 7.4, at all times that any Obligations or Affiliated Obligations remain outstanding, Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the immediately succeeding payroll, payroll tax or benefit payment (or such minimum amount as may be required by any requirement of Law with respect to such accounts).

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower Credit Party will, or will permit any Credit Party Subsidiary to, directly or indirectly, establish any new Deposit Account or Securities Account (other than Exempted Accounts) without prior written notice to Agent, and, subject to Section 5.14(b), unless Agent, such Borrower Credit Party or such other Credit Party Subsidiary and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement (or an equivalent thereof in a foreign jurisdiction that is acceptable to Agent, acknowledging that for purposes of this Agreement the Disclosed Deed of Pledge of Bank Account Receivables is a Deposit Account Control Agreement with respect to the Deposit Accounts referenced therein) prior to or concurrently with the establishment of such Deposit Account or Securities Account. (b) Borrowers Credit Parties represent and warrant that Schedule 5.14 (as updated by to the Compliance Certificates delivered to Agent from time to time after the Closing Date) Disclosure Letter lists all of the Deposit Accounts and Securities Accounts of each Borrower Credit Party as of the Closing Date and as of the date on which each Compliance Certificate is delivered. The provisions of this Section requiring Deposit Account Control Agreements (or the equivalent thereof in a foreign jurisdiction) shall not apply to Deposit Accounts (i) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of BorrowersCredit Parties’ employees and identified to Agent by Borrowers Credit Parties as such; , (ii) constituting Cash Collateral Accounts (subject to the applicable caps on the amounts in such Cash Collateral Accounts set forth in this Agreement), (iii) of Excluded Foreign Subsidiaries located outside of the United States so long as such Deposit Accounts do not, at any time, have cash in excess of the amounts permitted pursuant to Section 5.17, or (iv) of Borrowers and Guarantors located outside of the United States, provided, however, that the aggregate balance amounts held in such accounts does Deposit Accounts shall not at any time exceed the amount necessary to make the two immediately succeeding payroll, payroll tax or benefit payments [***] (or such minimum amount as may be required by any requirement of Law with respect to such accounts), (iithe equivalent thereof in foreign currency) escrow accounts and trust accounts, in each case entered into in the Ordinary Course of Business and consistent with prudent business practice conduct where aggregate (the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to exceed $100,000 with respect to all such escrow accounts and trust accounts, (iii) Deposit Accounts or Securities Accounts constituting Credit Card Cash Collateral Accounts or L/C Cash Collateral Accounts, and (iv) Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described set forth in clause (qi) of the definition Permitted Liens through (the accounts referenced in clauses (i)-(iviv), the collectively, “Excluded Exempted Accounts”). Furthermore, the provisions of this Section requiring a Deposit Account Control Agreement shall not apply to Borrower’s Deposit Account maintained at [***] disclosed on Schedule 5.14 to the Disclosure Letter during the Bank of America DACA Post-Closing Period (as defined on Schedule 7.4); provided that the aggregate balance maintained in such Bank of America Deposit Account does not, at any time during such period, exceed [***]. (c) At all times that any Obligations or Affiliated Obligations remain outstanding, Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes Taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the immediately MidCap / Cerus / A&R Credit, Security and Guaranty Agreement (Revolving Loan) succeeding payroll, payroll Tax or benefit payment (or such minimum amount as may be required by any requirement of Law with respect to such accounts).

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower Credit Party will, or will permit any Credit Party Subsidiary to, directly or indirectly, establish any new Deposit Account or Securities Account (other than Exempted Accounts) without prior written notice to Agent, and, subject to Section 5.14(b), unless Agent, such Borrower Credit Party or such other Credit Party Subsidiary and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement (or an equivalent thereof in a foreign jurisdiction that is acceptable to Agent, acknowledging that for purposes of this Agreement the Disclosed Deed of Pledge of Bank Account Receivables is a Deposit Account Control Agreement with respect to the Deposit Accounts referenced therein) prior to or concurrently with the establishment of such Deposit Account or Securities Account. (b) Borrowers Credit Parties represent and warrant that Schedule 5.14 (as updated by to the Compliance Certificates delivered to Agent from time to time after the Closing Date) Disclosure Letter lists all of the Deposit Accounts and Securities Accounts of each Borrower Credit Party as of the Closing Date and as of the date on which each Compliance Certificate is delivered. The provisions of this Section requiring Deposit Account Control Agreements (or the equivalent thereof in a foreign jurisdiction) shall not apply to Deposit Accounts (i) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of BorrowersCredit Parties’ employees and identified to Agent by Borrowers Credit Parties as such; , (ii) constituting Cash Collateral Accounts (subject to the applicable caps on the amounts in such Cash Collateral Accounts set forth in this Agreement), (iii) of Excluded Foreign Subsidiaries located outside of the United States so long as such Deposit Accounts do not, at any time, have cash in excess of the amounts permitted pursuant to Section 5.17, or (iv) of Borrowers and Guarantors located outside of the United States, provided, however, that the aggregate balance amounts held in such accounts does Deposit Accounts shall not at any time exceed the amount necessary to make the two immediately succeeding payroll, payroll tax or benefit payments [***] (or such minimum amount as may be required by any requirement of Law with respect to such accounts), (iithe equivalent thereof in foreign currency) escrow accounts and trust accounts, in each case entered into in the Ordinary Course of Business and consistent with prudent business practice conduct where aggregate (the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to exceed $100,000 with respect to all such escrow accounts and trust accounts, (iii) Deposit Accounts or Securities Accounts constituting Credit Card Cash Collateral Accounts or L/C Cash Collateral Accounts, and (iv) Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described set forth in clause (qi) of the definition Permitted Liens through (the accounts referenced in clauses (i)-(iviv), the collectively, “Excluded Exempted Accounts”). (c) At all times that any Obligations or Affiliated Obligations remain outstanding, Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes Taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the immediately succeeding payroll, payroll Tax or benefit payment (or such minimum amount as may be required by any requirement of Law with respect to such accounts).

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower will, or will permit any Credit Party towill, directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Agent, and unless Agent shall otherwise consent, such Borrower or such other Credit Party and the bank, financial institution or securities intermediary at which the account such Deposit Account or Securities Account (other than an Excluded Account) is to be opened opened, enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account. (b) Borrowers Credit Parties represent and warrant that Schedule 5.14 (as updated by the Compliance Certificates delivered to Agent from time to time after the Closing Date) lists all of the Deposit Accounts and Securities Accounts of each Borrower Credit Party as of the Closing Date and as of the date on which each Compliance Certificate is delivered. The provisions of this Section requiring Deposit Account Control Agreements shall not apply to (ia) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of BorrowersCredit Parties’ employees and identified to Agent by Borrowers Credit Parties as such; provided, however, that (b) for accounts holding p▇▇▇▇ cash amounts less than $1,000 per Borrower at all times (with evidence of the aggregate balance amount on deposit in such accounts does not exceed the amount necessary p▇▇▇▇ cash account to make the two immediately succeeding payroll, payroll tax or benefit payments (or such minimum amount as may be required by any requirement of Law with respect provided to such accountsAgent upon request), (ii) escrow accounts and trust accounts, in each case entered into in the Ordinary Course of Business and consistent with prudent business practice conduct where the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to exceed $100,000 with respect to all such escrow accounts and trust accounts, (iii) Deposit Accounts or Securities Accounts constituting Credit Card Cash Collateral Accounts or L/C Cash Collateral Accounts, and (ivc) Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described in clause (qd) of the definition Permitted Liens Contingent Obligations (and subject to the accounts referenced in clauses cap set forth therein) and (i)-(iv)d) any other Deposit Accounts or Securities Accounts to the extent requirements of applicable Law prohibit the granting of a Lien thereon (such accounts, the “Excluded Accounts”).. MidCap / Xtant / A&R Credit, Security and Guaranty Agreement (Term Loan) (c) At all times that any Obligations or Affiliated Obligations remain outstanding, Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the immediately succeeding payroll, payroll tax or benefit payment (or such minimum amount as may be required by any requirement of Law with respect to such accounts).

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower willExcept for Excluded Accounts, or will permit any no Credit Party to, will directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Agent, and unless Agent, such Borrower or such other Credit Party and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account. Without limiting the foregoing, no Borrower shall maintain any Deposit Account or Securities Account outside of the United States without the prior written consent of Agent. (b) Borrowers Credit Parties represent and warrant that Schedule 5.14 (as updated by the Compliance Certificates delivered to Agent from time to time after the Closing Date) lists all of the Deposit Accounts and Securities Accounts of each Borrower Credit Party as of the Closing Date and (as of the date on which each Compliance Certificate is delivered. supplemented from time to time pursuant to Section 4.15). (c) The provisions of this Section requiring Deposit Account Control Agreements 5.14(a) shall not apply to (i) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of BorrowersCredit Parties’ employees and identified to Agent by Borrowers Credit Parties as such; providedprovided that, howeverin each case, that the aggregate balance in such accounts Deposit Account does not materially exceed the amount necessary to make the two immediately succeeding payroll, payroll tax or benefit payments payment (or such minimum amount as may be required by any requirement of Law with respect to such accountsDeposit Accounts), (ii) escrow zero balance accounts; provided that such accounts have been identified to Agent by Borrowers as such, (iii) such other Deposit Accounts (excluding, for the avoidance of doubt, any Lockbox Account), amounts on deposit in which do not exceed $2,000,000 individually and trust accounts, in each case entered into $7,500,000 in the Ordinary Course of Business and consistent with prudent business practice conduct where the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to exceed $100,000 with respect to all such accounts at any one time, (iv) escrow accounts (which, for the avoidance of doubt shall include the ▇▇▇▇▇▇ Settlement Escrow Account), trust and trust fiduciary accounts, (iiiv) each account of each Excluded Subsidiaries, (vi) Deposit Accounts or and Securities Accounts constituting Credit Card Cash Collateral Accounts or of Parent located outside of the United States, and (vii) the L/C Cash Collateral Accounts, and Accounts (iv) the Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described in clause (q) of the definition Permitted Liens (the accounts referenced referred in clauses (i)-(ivi)-(vi), the “Excluded Accounts”). (cd) At all times that any Obligations or Affiliated Obligations remain outstanding, Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account.

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Except for Excluded Accounts, no Borrower will, or will permit any Credit Party Subsidiary to, directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Agent, and unless Agent, such Borrower or such other Credit Party Subsidiary and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement (as applicable) prior to or concurrently with the establishment of such Deposit Account or Securities Account. (b) As of the Closing Date and each date the Compliance Certificate is required to be delivered pursuant to Section 4.1 hereof, Borrowers represent and warrant that Schedule 5.14 (as updated by the Compliance Certificates delivered to Agent from time to time after the Closing Date) lists all of the Deposit Accounts and Securities Accounts of each Borrower as of the Closing Date and as of the date on which each Compliance Certificate is deliveredBorrower. The provisions of this Section requiring Deposit Account Control Agreements shall not apply to (i) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrowers’ employees and identified to Agent by Borrowers as such; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the two immediately succeeding payroll, payroll tax or benefit payments (or such minimum amount as may be required by any requirement of Law with respect to such accounts), (ii) escrow accounts and trust accounts, in each case entered into in the Ordinary Course of Business and consistent with prudent business practice conduct where the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to exceed $100,000 with respect to all such escrow accounts and trust accounts, (iii) Deposit Accounts or Securities Accounts constituting Credit Card Cash Collateral Accounts or L/C Cash Collateral Accounts, and (iv) Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described in clause (q) of the definition Permitted Liens (the accounts referenced in clauses (i)-(iv), the “Excluded Accounts”). (c) At all times that any Obligations or Affiliated Obligations remain outstandingoutstanding following the date that is thirty (30) days following the Closing Date (the “Post-Closing Payroll Account Period”), Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account. Without limiting the foregoing, to the extent that any Deposit Account that is subject to a Deposit Account Control Agreement holds any amounts to be used for payroll, payroll taxes and other employee wage and benefit payments (collectively, “Payroll Amounts”) during the Post-Closing Payroll Account Period, Agent agrees that, solely with respect to such Post-Closing Payroll Account Period, upon its exercise of remedies following an Event of Default during such period, it will not direct any Payroll Amounts (that have been reasonably identified by Borrower to Agent as such) to be disposed of other than to pay the applicable payroll, payroll taxes and other employee wage and benefit payments obligations.

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower will, or will permit any Credit Party Subsidiary (other than an Excluded Foreign Subsidiary or an Excluded Domestic Holdco) to, directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Agent, and unless Agent, such Borrower or such other Credit Party Subsidiary and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account. (b) . Borrowers represent and warrant that Schedule 5.14 (as updated by the Compliance Certificates delivered to Agent from time to time after the Closing Date) lists all of the Deposit Accounts and Securities Accounts of each Borrower as of the Closing Date and as of the date on which each Compliance Certificate is deliveredBorrower. The provisions of this Section requiring Deposit Account Control Agreements shall not apply to (ia) the ▇▇▇▇▇ Fargo ▇▇ ▇▇▇▇ Collateral Account during the ▇▇▇▇▇ Fargo LC Period, (b) the ▇▇▇▇▇ ▇▇▇▇▇▇▇ Securities Account, (c) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrowers’ employees and identified to Agent by Borrowers as such, (d) segregated Deposit Accounts of Borrower established and maintained for the sole purpose of providing cash collateral in favor of for obligations of Borrower in respect of certain commercial credit credits provided to the extent permitted by clause (n) of the definition of permitted Debt; provided, however, provided that the aggregate balance amount on deposit in all such accounts does Deposit Accounts shall not exceed the amount necessary to make the two immediately succeeding payroll, payroll tax or benefit payments (or such minimum amount as may be required by at any requirement of Law with respect to such accounts), (ii) escrow accounts and trust accounts, in each case entered into in the Ordinary Course of Business and consistent with prudent business practice conduct where the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to time exceed $100,000 with respect to all such escrow accounts and trust accounts, 400,000 (iii) Deposit Accounts or Securities Accounts constituting the “Credit Card Cash Collateral Accounts or L/C Cash Collateral Accounts”), and (ive) any IXINITY Royalty Excluded Deposit Account (the Deposit Accounts or and/or Securities Accounts holding cash or Cash Equivalents described in clause (q) of the definition Permitted Liens (the accounts referenced in clauses (i)-(iva) through (e), the collectively, “Excluded MidCap / Aptevo Therapeutics / Credit and Security Agreement Accounts”). (c) At . Except during the post-closing period provided in paragraph 3 of Schedule 7.4, at all times that any Obligations or Affiliated Obligations remain outstanding, Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account. With respect to accounts subject to a Deposit Account Control Agreement or Securities Account Control Agreement, Agent shall not deliver to the relevant depository, securities intermediary or commodities intermediary a notice or other instruction (i) directing disposition of funds in such account or (ii) which provides for exclusive control over such account by Agent, unless in either case an Event of Default has occurred and is continuing. Notwithstanding any other provision to the contrary contained herein, upon the expiration of the ▇▇▇▇▇ Fargo LC Period, Borrowers shall promptly transfer all funds on deposit in the ▇▇▇▇▇ Fargo ▇▇ ▇▇▇▇ Collateral Account to a Deposit Account or Securities Account subject to a Deposit Account Control Agreement or a Securities Account Control Agreement in favor of Agent.

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower will, or will permit any Credit Party Subsidiary (other than an Excluded Foreign Subsidiary or an Excluded Domestic Holdco) to, directly or indirectly, establish any new Deposit Account or Securities Account MidCap / Aptevo Therapeutics / Amended and Restated Credit and Security Agreement \\DC - 036639/000031 - 12505399 without prior written notice to Agent, and unless Agent, such Borrower or such other Credit Party Subsidiary and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account. (b) . Borrowers represent and warrant that Schedule 5.14 (as updated by the Compliance Certificates delivered to Agent from time to time after the Closing Date) lists all of the Deposit Accounts and Securities Accounts of each Borrower as of the Closing Date and as of the date on which each Compliance Certificate is deliveredBorrower. The provisions of this Section requiring Deposit Account Control Agreements shall not apply to (ia) the ▇▇▇▇▇ Fargo Cash Collateral Account, (b) the ▇▇▇▇▇ Fargo ▇▇ ▇▇▇▇ Collateral Account during the ▇▇▇▇▇ Fargo LC Period, and (c) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrowers’ employees and identified to Agent by Borrowers as suchsuch (the Deposit Accounts in clauses (a) through (c), collectively, “Excluded Accounts”); provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the two immediately succeeding payroll, payroll tax or benefit payments (or such minimum amount as may be required by any requirement of Law with respect to such accounts), (ii) escrow accounts and trust accounts, in each case entered into in the Ordinary Course of Business and consistent with prudent business practice conduct where the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to exceed $100,000 with respect to all such escrow accounts and trust accounts, (iii) Deposit Accounts or Securities Accounts constituting Credit Card Cash Collateral Accounts or L/C Cash Collateral Accounts, and (iv) Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described in clause (q) of the definition Permitted Liens (the accounts referenced in clauses (i)-(iv), the “Excluded Accounts”). (c) At at all times that any Obligations or Affiliated Obligations remain outstandingoutstanding following the date that is thirty (30) days following the Closing Date (the “Post-Closing Payroll Account Period”), Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account. Without limiting the foregoing, to the extent that any Deposit Account that is a subject to a Deposit Account Control Agreement holds any amounts to be used for payroll, payroll taxes and other employee wage and benefit payments (collectively, “Payroll Amounts”) during the Post-Closing Payroll Account Period, Agent agrees that, upon its exercise of remedies following an Event of Default during such period, it will not direct any Payroll Amounts (that have been reasonably identified by Borrower to Agent as such) to be disposed of other than to pay the applicable payroll, payroll taxes and other employee wage and benefit payments obligations. With respect to accounts subject to a Deposit Account Control Agreement or Securities Account Control Agreement, Agent shall not deliver to the relevant depository, securities intermediary or commodities intermediary a notice or other instruction (i) directing disposition of funds in such account or (ii) which provides for exclusive control over such account by Agent, unless in either case an Event of Default has occurred and is continuing. Notwithstanding any other provision to the contrary contained herein, upon the expiration of the ▇▇▇▇▇ Fargo LC Period, Borrowers shall promptly transfer all funds on deposit in the ▇▇▇▇▇ Fargo ▇▇ ▇▇▇▇ Collateral Account to a Deposit Account or Securities Account subject to a Deposit Account Control Agreement or a Securities Account Control Agreement in favor of Agent.

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower willExcept for Excluded Accounts, or will permit any no Credit Party to, will directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Agent, and unless Agent, such Borrower or such other Credit Party and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account. Without limiting the foregoing, no Borrower shall maintain any Deposit Account or Securities Account outside of the United States without the prior written consent of Agent. (b) Borrowers Credit Parties represent and warrant that Schedule 5.14 (as updated by the Compliance Certificates delivered to Agent from time to time after the Closing Date) lists all of the Deposit Accounts and Securities Accounts of each Borrower Credit Party as of the Closing Date and (as of the date on which each Compliance Certificate is delivered. supplemented from time to time pursuant to Section 4.15). (c) The provisions of this Section requiring Deposit Account Control Agreements 5.14(a) shall not apply to (i) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of BorrowersCredit Parties’ employees and identified to Agent by Borrowers Credit Parties as such; providedprovided that, howeverin each case, that the aggregate balance in such accounts Deposit Account does not materially exceed the amount necessary to make the two immediately succeeding payroll, payroll tax or benefit payments payment (or such minimum amount as may be required by any requirement of Law with respect to such accountsDeposit Accounts), (ii) escrow zero balance accounts; provided that such accounts have been identified to Agent by Borrowers as such, (iii) such other Deposit Accounts (excluding, for the avoidance of doubt, any Lockbox Account), amounts on deposit in which do not exceed $2,000,000 individually and trust accounts, in each case entered into $7,500,000 in the Ordinary Course of Business and consistent with prudent business practice conduct where the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to exceed $100,000 with respect to all such accounts at any one time, (iv) escrow accounts (which, for the avoidance of doubt shall include the ▇▇▇▇▇▇ Settlement Escrow Account), trust and trust fiduciary accounts, (iiiv) each account of each Excluded Subsidiaries, (vi) Deposit Accounts or and Securities Accounts constituting Credit Card Cash Collateral Accounts or of Parent located outside of the United States, and (vii) the L/C Cash Collateral Accounts, and Accounts (iv) the Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described in clause (q) of the definition Permitted Liens (the accounts referenced referred in clauses (i)-(ivi)-(vii), the “Excluded Accounts”). (cd) At all times that any Obligations or Affiliated Obligations remain outstanding, Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account.

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower will, or will permit any Credit Party towill, directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Agent, and unless Agent shall otherwise consent, such Borrower or such other Credit Party and the bank, financial institution or securities intermediary at which the account such Deposit Account or Securities Account (other than an Excluded Account) is to be opened opened, enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account. (b) Borrowers Credit Parties represent and warrant that Schedule 5.14 (as updated by the Compliance Certificates delivered to Agent from time to time after the Closing Date) lists all of the Deposit Accounts and Securities Accounts of each Borrower Credit Party as of the Closing Date and as of the date on which each Compliance Certificate is delivered. The provisions of this Section requiring Deposit Account Control Agreements shall not apply to (ia) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of BorrowersCredit Parties’ employees and identified to Agent by Borrowers Credit Parties as such; provided, however, that (b) for accounts holding p▇▇▇▇ cash amounts less than $1,000 per Borrower at all times (with evidence of the aggregate balance amount on deposit in such accounts does not exceed the amount necessary p▇▇▇▇ cash account to make the two immediately succeeding payroll, payroll tax or benefit payments (or such minimum amount as may be required by any requirement of Law with respect provided to such accountsAgent upon request), (ii) escrow accounts and trust accounts, in each case entered into in the Ordinary Course of Business and consistent with prudent business practice conduct where the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to exceed $100,000 with respect to all such escrow accounts and trust accounts, (iii) Deposit Accounts or Securities Accounts constituting Credit Card Cash Collateral Accounts or L/C Cash Collateral Accounts, and (ivc) Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described in clause (qd) of the definition Permitted Liens Contingent Obligations (and subject to the accounts referenced in clauses cap set forth therein) and (i)-(iv)d) any other Deposit Accounts or Securities Accounts to the extent requirements of applicable Law prohibit the granting of a Lien thereon (such accounts, the “Excluded Accounts”). (c) At all times that any Obligations or Affiliated Obligations remain outstanding, Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the immediately succeeding payroll, payroll tax or benefit payment (or such minimum amount as may be required by any requirement of Law with respect to such accounts).

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower will, or will permit any Credit Party Subsidiary to, directly or indirectly, establish any new bank account, Deposit Account or Securities Account without prior written notice to Agent, and unless Agent, such Borrower or such other Credit Party Subsidiary and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account. (b) . Borrowers represent and warrant that Schedule 5.14 (as updated by the Compliance Certificates delivered to Agent from time to time after the Closing Date) lists all of the Deposit Accounts and Securities Accounts of each Borrower as of the Closing Date and as of the date on which each Compliance Certificate is deliveredDate. The provisions of this Section requiring Deposit Account Control Agreements shall not apply to (i) that certain lockbox and deposit account(s) maintained by St. ▇▇▇▇▇▇▇▇▇▇▇ Operator for the sole purpose of receiving Subleases Rent and Parking Revenue (as such terms are defined in Schedule 9.1), making any payments therefrom under any HSRE Master Lease and retaining any funds remaining therein thereafter (the “HSRE Deposit Accounts”); (ii) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrowers’ employees and identified to Agent by Borrowers as such; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the two immediately succeeding payroll, payroll tax or benefit payments (or such minimum amount as may be required by any requirement of Law with respect to such accounts), (ii) escrow accounts and trust accounts, in each case entered into in the Ordinary Course of Business and consistent with prudent business practice conduct where the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to exceed $100,000 with respect to all such escrow accounts and trust accounts, (iii) Deposit Accounts or Securities Accounts constituting Credit Card Cash Collateral Accounts or L/C Cash Collateral Accounts, and (iv) Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described in clause (q) of the definition Permitted Liens (the accounts referenced in clauses (i)-(iv), the “Excluded Accounts”). (c) At at all times that any Obligations or Affiliated Obligations remain outstanding, Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account; (iii) deposit accounts maintained for the sole purpose of receiving payments from, and making payments to, Borrowers’ credit card processor(s), so long as the aggregate amount on deposit in such deposit accounts does not exceed $500,000 at any time; (iv) certain Borrowers’ Deposit Accounts and related lockboxes (if any) maintained at Bank of America on the Closing Date (the “Legacy Accounts”), provided that, (A) no Borrower shall deposit checks into, nor draft any checks from, the Legacy Accounts, (B) such Borrowers shall have notified all Account Debtors that make payments into one of the Legacy Accounts to make payments to a Lockbox Account or Lockbox instead, (C) such Borrowers shall close each Legacy Account at such time as no Account Debtors are making payment thereto and (D) at all times following the Closing Date, such Borrowers shall have in place standing wire instructions with respect to the Legacy Accounts, transferring all collections therein on a daily basis to a Lockbox Account that sweeps to the Payment Account and (v) that certain deposit account maintained by PPN Philadelphia for the sole purpose of receiving periodic payments pursuant to value-based performance programs in which it participates (“Incentive Payments”), provided that (A) such deposit accounts receive only Incentive Payments and (B) the amount on deposit in such deposit accounts from time to time does not exceed the aggregate amount of the two Incentive Payments most recently paid to PPN Philadelphia. In the event Borrowers fail to comply with the conditions set forth in the proviso to clause (iv) in the immediately prior sentence, or any other Event of Default exists, Agent may, in its sole discretion, enter into Deposit Account Control Agreements or Deposit Account Restriction Agreements, as applicable, over any of the Legacy Accounts.

Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts. (a) No Borrower will, or will permit any Credit Party Subsidiary (other than an Excluded Foreign Subsidiary or an Excluded Domestic Holdco) to, directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Agent, and unless Agent, such Borrower or such other Credit Party Subsidiary and the bank, financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account. (b) . Borrowers represent and warrant that MidCap / Aptevo Therapeutics / Term Credit and Security Agreement \DC - 036639/000031 - 8550121 v15 Schedule 5.14 (as updated by the Compliance Certificates delivered to Agent from time to time after the Closing Date) lists all of the Deposit Accounts and Securities Accounts of each Borrower as of the Closing Date and as of the date on which each Compliance Certificate is deliveredBorrower. The provisions of this Section requiring Deposit Account Control Agreements shall not apply to (ia) the ▇▇▇▇▇ Fargo Cash Collateral Account or (b) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrowers’ employees and identified to Agent by Borrowers as suchsuch (the Deposit Accounts in clauses (a) and (b), collectively, “Excluded Accounts”); provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the two immediately succeeding payroll, payroll tax or benefit payments (or such minimum amount as may be required by any requirement of Law with respect to such accounts), (ii) escrow accounts and trust accounts, in each case entered into in the Ordinary Course of Business and consistent with prudent business practice conduct where the applicable Credit Party holds the funds exclusively for the benefit of one or more unaffiliated third parties in an aggregate amount not to exceed $100,000 with respect to all such escrow accounts and trust accounts, (iii) Deposit Accounts or Securities Accounts constituting Credit Card Cash Collateral Accounts or L/C Cash Collateral Accounts, and (iv) Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described in clause (q) of the definition Permitted Liens (the accounts referenced in clauses (i)-(iv), the “Excluded Accounts”). (c) At at all times that any Obligations or Affiliated Obligations remain outstandingoutstanding following the date that is thirty (30) days following the Closing Date (the “Post-Closing Payroll Account Period), Borrower shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account. Without limiting the foregoing, to the extent that any Deposit Account that is a subject to a Deposit Account Control Agreement holds any amounts to be used for payroll, payroll taxes and other employee wage and benefit payments (collectively, “Payroll Amounts”) during the Post-Closing Payroll Account Period, Agent agrees that, upon its exercise of remedies following an Event of Default during such period, it will not direct any Payroll Amounts (that have been reasonably identified by Borrower to Agent as such) to be disposed of other than to pay the applicable payroll, payroll taxes and other employee wage and benefit payments obligations. With respect to accounts subject to a Deposit Account Control Agreement or Securities Account Control Agreement, Agent shall not deliver to the relevant depository, securities intermediary or commodities intermediary a notice or other instruction (i) directing disposition of funds in such account or (ii) which provides for exclusive control over such account by Agent, unless in either case an Event of Default has occurred and is continuing.