|AUDENTES THERAPEUTICS, INC. filed this Form 10-K on 03/13/2017|
and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C) unless (i) it has provided prompt written notice to Agent, (ii) such relocation is within the continental United States of America and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to Agent.
7.12Deposit Accounts. Neither Borrower nor any Qualified Subsidiary nor any Significant Foreign Subsidiary shall maintain any Deposit Accounts, or accounts holding Investment Property, except with respect to which Agent has an Account Control Agreement or otherwise has perfected its security interest in such Deposit Accounts under the laws of the jurisdiction where such Deposit Accounts are held.
7.13Subsidiaries. Borrower shall notify Agent of each Subsidiary formed subsequent to the Closing Date and, within 15 days of formation, shall cause any such Qualified Subsidiary to execute and deliver to Agent a Joinder Agreement, and shall cause any Significant Foreign Subsidiary promptly to execute and deliver to Agent a Joinder Agreement or Guaranty and comply with the provisions of Section 7.14 below.
7.14Foreign Subsidiaries. In the event any Foreign Subsidiary that is not a Qualified Subsidiary becomes a Significant Foreign Subsidiary, such Significant Foreign Subsidiary promptly shall (x) execute and deliver to Agent a Joinder Agreement or a Guaranty, (y) take all actions and steps required by agent in order to perfect Agent’s security interest in such Significant Foreign Subsidiary’s assets, including without limitation, all such steps under any local laws, and (z) notwithstanding Section 3.2 to the contrary, Borrower or the Subsidiary that is the parent of the Significant Foreign Subsidiary shall grant Agent 100% of all outstanding shares of capital stock of such Significant Foreign Subsidiary and of any Subsidiary that directly or indirectly holds securities of such Significant Foreign Subsidiary. Borrower shall not, and shall not permit any Subsidiary, to draft, maintain, amend or modify any governing document of any Foreign Subsidiary of Borrower (other than an Eligible Foreign Subsidiary or Significant Foreign Subsidiary) the effect of which is to require a vote of greater than 64% of the equity interests or voting rights of such entity for any decision or action of such entity.
7.15Notification of Event of Default. Borrower shall notify Agent immediately of the occurrence of any Event of Default.
7.16SBA. Agent and Lender have received a license from the U.S. Small Business Administration (“SBA”) to extend loans as a small business investment company (“SBIC”) pursuant to the Small Business Investment Act of 1958, as amended, and the associated regulations (collectively, the “SBIC Act”). Portions of the loan to Borrower will be made under the SBA license and the SBIC Act. Addendum 1 to this Agreement outlines various responsibilities of Agent, Lender and Borrower associated with an SBA loan, and such Addendum 1 is hereby incorporated in this Agreement.
SECTION 8. [RESERVED.]
SECTION 9. EVENTS OF DEFAULT