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

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DocuSign Envelope ID: F1811 E7D- C59B- 437F- A7A9 -1 E9E8DD91 D1 B LOAN AND SECURITY AGREEMENT PART SIX — OTHER AGREEMENTS BETWEEN THE PARTIES 18. Communication — 18.1 Any communication required or permitted by this Agreement must be in writing. 18.2 Any communication under this Agreement shall be sufficiently given and deemed given when delivered by hand or on the date shown as the date of delivery on a United States Postal Service return receipt, if addressed as follows: 17.2.1 If to the Fund, addressed as follows: Orange County Economic Development, 131 W. Margaret Lane, Hillsborough, NC 27278; or, 17.2.2 If to the Borrower, addressed to the address shown below the Borrower's signature to this Agreement. 18.3 Any addressee may designate additional or different addresses for communications by notice given under this Section to each of the others. 19. The Borrower shall not sell or assign any interest in this Agreement. 20. The parties intend to limit disclosure of confidential information and trade secrets to the fullest extent of the law. Any use of confidential information shall be for the benefit of the Borrower. Notwithstanding anything in the foregoing to the contrary, the Fund may disclose confidential information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method. 21. The parties intend that North Carolina law shall govern this Agreement. If any provision of this Agreement shall be determined to be unenforceable, that shall not affect any other provision of this Agreement. If the date for making any payment or the last day for performance of any act or the exercising of any right shall not be a business day, such payment shall be made or act performed or right exercised on or before the next preceding business day. The parties agree that time is of the essence of this Agreement. 22. This Agreement, together with the documents referenced in this Agreement, constitutes the entire agreement between the Borrower and the Fund with respect to its general subject matter. Only a writing signed on behalf of each party may amend this Agreement. 23. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be deemed to be an original. Notwithstanding the foregoing, the parties shall deliver original execution copies of this Agreement to one another as soon as practicable following execution thereof. IN WITNESS WHEREOF, the parties have duly signed, sealed and delivered this Agreement in duplicate originals as of the day and year first above written. SEAL THE SEASONS, INC. -EDocuSigned by: P 5 E4 BC457 F76041 E... Patrick Mateer, Managing Member ORANGE COUNTY DocuSigned by: By' - O�i379946755E477... Bonnie Hammersley, County Manager Page 6 of 7