Orange County NC Website
Browse       Search
29 <br /> LOAN AND SECURITY AGREEMENT <br /> 12.8 That Collateral will not be changed, transferred, or otherwise disposed of or be subjected to <br /> any unpaid charge, unless the County consents in advance in writing to such change, transfer, <br /> or charge. <br /> 12.9 Upon the County's request, provide a list of buyer, commission merchants and selling agents <br /> to or through whom the Borrower intends to sell the products granted as Collateral; <br /> 12.10 Keep proper books of account in a manner satisfactory to the County; <br /> 12.11 Submit an annual financial statement reviewed or compiled by an independent public <br /> accountant within ninety (90) days of the close of the Borrower's fiscal year for the Business; <br /> 12.12 Submit a copy of its annual tax return to the County within one month of filing. The Borrower <br /> hereby authorizes all federal, state and municipal authorities to furnish reports of <br /> examinations, records, and other information relating to the condition and affairs of the <br /> business and any desired information from reports, returns, files, and records of such <br /> authorities upon request therefore by the County; <br /> 12.13 Keep and maintain books, records, and other documents relating directly to the receipt and <br /> disbursement of loan and the fulfillment of this Agreement. Each party agrees that any duly <br /> authorized representative of the County shall at all reasonable times, have access to and the <br /> right to inspect, copy, audit and examine all of the books, records and other documents <br /> relating to the loan and fulfillment of this Agreement. <br /> 13. The Borrower agrees that it will not do any of the following without the County's prior written <br /> consent: <br /> 13.1 Effect a change of ownership or control of the Business; <br /> 13.2 Consolidate or merge with any other County, unless the procedures for assignment and/or <br /> assumption are complied with; or <br /> 13.3 At any time the Borrower is in default, give any preferential treatment, make any advance, <br /> directly or indirectly controlling or affiliated with or controlled by the Borrower, or any other <br /> County, or to any officer, director, or employee of the Borrower, or of any such County; <br /> 13.4 For two years after the date of this Agreement, undertake additional debt financing without <br /> prior written consent of the County, except that this provision shall not prohibit Borrower from <br /> (a) purchase money financing of ordinary and necessary equipment or (b) credit purchases of <br /> inventory. The County's consent, when required under this provision, shall not be <br /> unreasonably withheld. <br /> 13.5 Permit or suffer to exist any other lien, security interest or encumbrance upon the Collateral, <br /> except for the existing security interest described in Exhibit D and the security interest created <br /> pursuant to this Agreement and any other agreements delivered by the Borrower pursuant to <br /> this Agreement. <br /> 13.6 Use the Collateral for any illegal purposes. <br /> 13.7 Assert a claim or defense held against the County against any assignee of this Agreement <br /> 14. The Borrower further represents to the County and acknowledges that the following things are true: <br /> 14.1 No financing statement, other than those financing statement(s) on file with the North Carolina <br /> Secretary of State at the date of execution of this Agreement and described in Exhibit D (if <br /> Page 4 of 6 <br />