2018-193-E Economic Dev - Seal the Seasons loan agreement

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DocuSign Envelope ID: F1811 E71D-0596- 43717-AM9 -1 E9E8DD91 D1 B LOAN AND SECURITY AGREEMENT 7.2 The Borrower breaches or fails to perform or observe any term, condition or covenant of this Agreement or the Note on its part to be observed or performed; 7.3 The Borrower moves its principal place of business outside Orange County; 7.4 The Borrower sells all or substantially all of the assets of the Business; 7.5 Any warranty, representation or statement made by the Borrower in this Agreement or otherwise to the Fund in connection with this Loan is found to be incorrect or misleading in any material respect; 7.6 The Fund believes in good faith that the prospect of the Borrower's payment or performance is impaired; 7.7 The Borrower seeks an order of relief under Federal Bankruptcy laws; 7.8 The Borrower becomes insolvent; or 7.9 A federal or state tax lien is filed against the assets of the Borrower. 8. Remedies on Default — Upon the continuation of any Event of Default, the Fund may, without any further demand or notice, exercise any one or more of the following remedies: 8.1 Declare the unpaid balance of the Note immediately due and payable; 8.2 Proceed by appropriate court action to enforce the Borrower's performance of the applicable covenants of this Agreement or to recover for the breach thereof; 8.3 Pursue collection under the guaranties; 8.4 Pursue enforcement of the lien of the UCC Financing Statement; and 8.5 Avail itself of all other rights and remedies available at law and in equity. 9. Further Remedies —In addition to the remedies described in paragraph 7, during the continuation of an Event of Default the Fund may avail itself of all the rights and remedies of a secured party under the UCC, and at its option may: 9.1 Enter upon Borrower's premises to take possession of the Collateral or to render it unusable, or require Borrower to assemble the Collateral at any place designated by Fund reasonably convenient to the parties; 9.2 Give notice to the Borrower before taking any action pursuant to the UCC Financing Statement by mailing such notice to the Borrower's address as shown in this Agreement, at least ten (10) days before the proposed action. 9.3 Use the proceeds of the disposition of any Collateral to pay and discharge the Borrower's obligations as set forth in this Agreement and in the Note; and 9.4 Without other notice (except as set forth below or in the other documents executed and delivered pursuant to or in connection with the making of the loan contemplated by this Agreement) or demand whatsoever to the Borrower, all of which are hereby waived (to the extent permitted by law), and without advertisement, sell at public or private sale or otherwise Page 2 of 7