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LOAN AND SECURITY AGREEMENT <br />Page4of7 <br />12.7 Upon the Company’s request, deposit with Company additional Collateral to Company’s <br />satisfaction; <br />12.8 That Collateral will not be changed, transferred, or otherwise disposed of or be subjected to <br />any unpaid charge, unless the Company consents in advance in writing to such change, <br />transfer, or charge. <br />12.9 Upon the Company’s request, provide a list of buyer, commission merchants and selling <br />agents 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 Company; <br />12.11 Submit an annual financial statement reviewed or compiled by an independent public <br />accountant within sixty (60) 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 Company within one month of filing. The <br />Borrower 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 company; <br />12.13 Keep and maintain books, records, and other documents relating directly to the receipt and <br />disbursement of loan funds and the fulfillment of this Agreement. Each party agrees that any <br />duly authorized representative of the Company shall at all reasonable times, have access to <br />and the right to inspect, copy, audit and examine all of the books, records and other <br />documents 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 Company’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 company, 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 />company, or to any officer, director, or employee of the Borrower, or of any such company; <br />13.4 For two years after the date of this Agreement, undertake additional debt financing without <br />prior written consent of the Company, except that this provision shall not prohibit Borrower <br />from (a) purchase money financing of ordinary and necessary equipment or (b) credit <br />purchases of inventory. The Company’s consent, when required under this provision, shall <br />not be 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 Company against any assignee of this Agreement <br />DocuSign Envelope ID: 13893DB1-E609-41AD-9B91-B891B8DC7CA8