Common use of Restricted Foreign Subsidiaries Clause in Contracts

Restricted Foreign Subsidiaries. (a) Credit Parties shall not permit Cerus Europe BV to (i) take any action that results in the assignment, transfer, pledge, or other disposition of any of the accounts established at [***] and set forth on Schedule 5.17 to the Disclosure Letter on the Closing Date or (ii) establish any other accounts except those accounts established at [***] and set forth on Schedule 5.17 to the Disclosure Letter on the Closing Date. (b) Borrower shall not permit, at any time, the total amount of cash and cash equivalents (other than cash and cash equivalents held in Deposit Accounts or Securities Accounts located in in the United States and that, in each case, are subject to Deposit Account Control Agreements or Securities Account Control Agreements, as applicable) held by Cerus Europe B.V. to exceed the lesser of (x) [***] (or the equivalent thereof in foreign currency) at any time and (y) an amount equal to (i) [***] of Cerus Europe B.V.’s immediately preceding month’s operating expenses plus (ii) any amounts representing the MidCap / Cerus / A&R Credit, Security and Guaranty Agreement (Revolving Loan) commission on gross sales paid by Borrower to Cerus Europe BV as set forth in the Commissionaire Agreement for the immediately preceding calendar quarter, at any time. Notwithstanding the foregoing, in no event shall Cerus Europe BV’s operating expenses for any [***] calendar month period exceed [***] of Cerus Europe B.V.'s operating expenses for the immediately preceding [***] calendar month period, calculated as of the end of each calendar month for such [***] calendar month period then ended. (c) Without limiting the provisions of Section 5.14, Borrower shall not permit the aggregate amount of cash and cash equivalents held by Borrower outside of the United States (including for the avoidance of doubt in any Controlled Foreign Deposit Account) to exceed: (x) if the aggregate amount Borrower U.S. Unrestricted Cash is less than [***] at such time, [***], and (y) if the aggregate amount Borrower U.S. Unrestricted Cash is [***] or greater at such time, [***], in each case, for a period of [***] consecutive Business Days or longer (d) Borrower shall not permit, at any time, the total amount of cash and cash equivalents (other than cash and cash equivalents held in Deposit Accounts or Securities Accounts located in the United States and that, in each case, are subject to Deposit Account Control Agreements or Securities Account Control Agreements, as applicable) held by all Restricted Foreign Subsidiaries that are not Credit Parties (other than Cerus Europe B.V. and CEZB) in the aggregate to exceed [***] (or the equivalent thereof in foreign currency) at any time. (e) No Credit Party shall make any Asset Disposition to or Investment in any Restricted Foreign Subsidiary other than Investments of cash and cash equivalents permitted to be made pursuant to clause (j) or clause (k) of the definition of “Permitted Investment”. (f) (i) No Credit Party will, or will permit any Subsidiary, to commingle any of its assets (including any bank accounts, cash or cash equivalents) with the assets of any Person other than a Credit Party and (ii) no Credit Party will permit any Restricted Foreign Subsidiary to commingle any of its assets (including any bank accounts, cash or cash equivalents) with the assets of a Borrower.

Restricted Foreign Subsidiaries. (a) Credit Parties shall not permit Cerus Europe BV to (i) take any action that results in the assignment, transfer, pledge, or other disposition of any of the accounts established at [***] and set forth on Schedule 5.17 to the Disclosure Letter on the Closing Date or (ii) establish any other accounts except those accounts established at [***] and set forth on Schedule 5.17 to the Disclosure Letter on the Closing Date. (b) Borrower shall not permit, at any time, the total amount of cash and cash equivalents (other than cash and cash equivalents held in Deposit Accounts or Securities Accounts located in in the United States and that, in each case, are subject to Deposit Account Control Agreements or Securities Account Control Agreements, as applicable) held by Cerus Europe B.V. to exceed the lesser of (x) [***] (or the equivalent thereof in foreign currency) at any time and (y) an amount equal to (i) [***] of Cerus Europe B.V.’s immediately preceding month’s operating expenses plus (ii) any amounts representing the MidCap / Cerus / A&R Credit, Security and Guaranty Agreement (Revolving Loan) commission on gross sales paid by Borrower to Cerus Europe BV as set forth in the Commissionaire Agreement for the immediately preceding calendar quarter, at any time. Notwithstanding the foregoing, in no event shall Cerus Europe BV’s operating expenses for any [***] calendar month period exceed MidCap / Cerus / A&R Credit, Security and Guaranty Agreement (Term Loan) [***] ]% of Cerus Europe B.V.'s operating expenses for the immediately preceding [***] calendar month period, calculated as of the end of each calendar month for such [***] calendar month period then ended. (c) Without limiting the provisions of Section 5.14, Borrower shall not permit the aggregate amount of cash and cash equivalents held by Borrower outside of the United States (including for the avoidance of doubt in any Controlled Foreign Deposit Account) to exceed: (x) if the aggregate amount Borrower U.S. Unrestricted Cash is less than [***] at such time, [***], and (y) if the aggregate amount Borrower U.S. Unrestricted Cash is [***] or greater at such time, [***], in each case, for a period of [***] five (5) consecutive Business Days or longer. (d) Borrower shall not permit, at any time, the total amount of cash and cash equivalents (other than cash and cash equivalents held in Deposit Accounts or Securities Accounts located in the United States and that, in each case, are subject to Deposit Account Control Agreements or Securities Account Control Agreements, as applicable) held by all Restricted Foreign Subsidiaries that are not Credit Parties (other than Cerus Europe B.V. and CEZB) in the aggregate to exceed [***] (or the equivalent thereof in foreign currency) at any time. (e) No Credit Party shall make any Asset Disposition to or Investment in any Restricted Foreign Subsidiary other than Investments of cash and cash equivalents permitted to be made pursuant to clause (j) or clause (k) of the definition of “Permitted Investment”. (f) (i) No Credit Party will, or will permit any Subsidiary, to commingle any of its assets (including any bank accounts, cash or cash equivalents) with the assets of any Person other than a Credit Party and (ii) no Credit Party will permit any Restricted Foreign Subsidiary to commingle any of its assets (including any bank accounts, cash or cash equivalents) with the assets of a Borrower.

Restricted Foreign Subsidiaries. (a) Credit Parties shall not permit Cerus Europe BV to (i) take any action that results in the assignment, transfer, pledge, or other disposition of any of the accounts established at [***] and set forth on Schedule 5.17 to the Disclosure Letter on the Closing Date or (ii) establish any other accounts except those accounts established at [***] and set forth on Schedule 5.17 to the Disclosure Letter on the Closing Date. (b) Borrower shall not permit, at any time, the total amount of cash and cash equivalents (other than cash and cash equivalents held in Deposit Accounts or Securities Accounts located in in the United States and that, in each case, are subject to Deposit Account Control Agreements or Securities Account Control Agreements, as applicable) held by Cerus Europe B.V. to exceed the lesser of (x) [***] (or the equivalent thereof in foreign currency) at any time and (y) an amount equal to (i) [***] ]% of Cerus Europe B.V.’s immediately preceding month’s operating expenses plus (ii) any amounts representing the MidCap / Cerus / A&R Credit, Security and Guaranty Agreement (Revolving Loan) commission on gross sales paid by Borrower to Cerus Europe BV as set forth in the Commissionaire Agreement for the immediately preceding calendar quarter, at any time. Notwithstanding the foregoing, in no event shall Cerus Europe BV’s operating expenses for any [***] calendar month period exceed [***] ]% of Cerus Europe B.V.'s operating expenses for the immediately preceding [***] calendar month period, calculated as of the end of each calendar month for such [***] calendar month period then ended. (c) Without limiting the provisions of Section 5.14, if at any time the aggregate amount Borrower U.S. Unrestricted Cash is less than [***], then Borrower shall not permit the aggregate amount of cash and cash equivalents held by Borrower outside of the United States (including for the avoidance of doubt in any Controlled Foreign Deposit Account) to exceed: (x) if the aggregate amount Borrower U.S. Unrestricted Cash is less be greater than [***] at such time, [***], and (y) if the aggregate amount Borrower U.S. Unrestricted Cash is [***] or greater at such time, [***], in each case, for a period of [***] consecutive Business Days or longer. (d) Borrower shall not permit, at any time, the total amount of cash and cash equivalents (other than cash and cash equivalents held in Deposit Accounts or Securities Accounts located in the United States and that, in each case, are subject to Deposit Account Control Agreements or Securities Account Control Agreements, as applicable) held by all Restricted Foreign Subsidiaries that are not Credit Parties (other than Cerus Europe B.V. and CEZBB.V.) in the aggregate to exceed [***] (or the equivalent thereof in foreign currency) at any time.. MidCap / Cerus / Credit, Security and Guaranty Agreement (Term Loan) \DC - 036639/000093 - 13934788 v5 202344533 v5 (e) No Credit Party shall make any Asset Disposition to or Investment in any Restricted Foreign Subsidiary other than Investments of cash and cash equivalents permitted to be made pursuant to clause (j) or clause (k) of the definition of “Permitted Investment”. (f) (i) No Credit Party will, or will permit any Subsidiary, to commingle any of its assets (including any bank accounts, cash or cash equivalents) with the assets of any Person other than a Credit Party and (ii) no Credit Party will permit any Restricted Foreign Subsidiary to commingle any of its assets (including any bank accounts, cash or cash equivalents) with the assets of a Borrower.

Restricted Foreign Subsidiaries. (a) Credit Parties shall not permit Cerus Europe BV to (i) take any action that results in the assignment, transfer, pledge, or other disposition of any of the accounts established at [***] and set forth on Schedule 5.17 to the Disclosure Letter on the Closing Date or (ii) establish any other accounts except those accounts established at [***] and set forth on Schedule 5.17 to the Disclosure Letter on the Closing Date. (b) Borrower shall not permit, at any time, the total amount of cash and cash equivalents (other than cash and cash equivalents held in Deposit Accounts or Securities Accounts located in in the United States and that, in each case, are subject to Deposit Account Control Agreements or Securities Account Control Agreements, as applicable) held by Cerus Europe B.V. to exceed the lesser of (x) [***] (or the equivalent thereof in foreign currency) at any time and (y) an amount equal to (i) [***] ]% of Cerus Europe B.V.’s immediately preceding month’s operating expenses plus (ii) any amounts representing the MidCap / Cerus / A&R Credit, Security and Guaranty Agreement (Revolving Loan) commission on gross sales paid by Borrower to Cerus Europe BV as set forth in the Commissionaire Agreement for the immediately preceding calendar quarter, at any time. Notwithstanding the foregoing, in no event shall Cerus Europe BV’s operating expenses for any [***] calendar month period exceed [***] ]% of Cerus Europe B.V.'s operating expenses for the immediately preceding [***] calendar month period, calculated as of the end of each calendar month for such [***] calendar month period then ended.. MidCap / Cerus / Credit, Security and Guaranty Agreement (Revolving Loan) 202312840 v5 (c) Without limiting the provisions of Section 5.14, if at any time the aggregate amount Borrower U.S. Unrestricted Cash is less than [***], then Borrower shall not permit the aggregate amount of cash and cash equivalents held by Borrower outside of the United States (including for the avoidance of doubt in any Controlled Foreign Deposit Account) to exceed: (x) if the aggregate amount Borrower U.S. Unrestricted Cash is less be greater than [***] at such time, [***], and (y) if the aggregate amount Borrower U.S. Unrestricted Cash is [***] or greater at such time, [***], in each case, for a period of [***] consecutive Business Days or longer. (d) Borrower shall not permit, at any time, the total amount of cash and cash equivalents (other than cash and cash equivalents held in Deposit Accounts or Securities Accounts located in the United States and that, in each case, are subject to Deposit Account Control Agreements or Securities Account Control Agreements, as applicable) held by all Restricted Foreign Subsidiaries that are not Credit Parties (other than Cerus Europe B.V. and CEZBB.V.) in the aggregate to exceed [***] (or the equivalent thereof in foreign currency) at any time. (e) No Credit Party shall make any Asset Disposition to or Investment in any Restricted Foreign Subsidiary other than Investments of cash and cash equivalents permitted to be made pursuant to clause (j) or clause (k) of the definition of “Permitted Investment”. (f) (i) No Credit Party will, or will permit any Subsidiary, to commingle any of its assets (including any bank accounts, cash or cash equivalents) with the assets of any Person other than a Credit Party and (ii) no Credit Party will permit any Restricted Foreign Subsidiary to commingle any of its assets (including any bank accounts, cash or cash equivalents) with the assets of a Borrower.