HomeMy WebLinkAbout2020-333-E-Economic Dev-Ali Cat Toys-Emergency Small Business Funding ProgramESBLPLSA
LOAN AND SECURITY AGREEMENT
THIS Loan and Security Agreement (the "Agreement") is dated as of May 14, 2020, and is by and
between, Ali Cat Toys LLC a North Carolina Limited Liability Company ("Borrower") and Orange County,
North Carolina, a political subdivision of the State of North Carolina (“County”)
WHEREAS, the COVID-19 pandemic has impacted the global markets and disrupted economic
and business growth throughout the United States including Orange County; and
WHEREAS, on March 10, 2020, the State of North Carolina declared a State of Emergency in
response to the COVID-19 outbreak, followed by the federal government declaring a State of National
Emergency on March 13, 2020, and a Stay-at-Home Order issued by Orange County on March 26, 2020;
and
WHEREAS, the pandemic and emergency orders have negatively impacted the workforce,
businesses, industries and economies with closures and depressed economic activity; and
WHEREAS, the County is committed to supporting its local businesses and created an
emergency loan program using approximately $300,000 of Article 46 Sales Tax revenue originally
budgeted for the Small Business Loan Program; and
WHEREAS, the emergency loan program is targeted to small businesses experiencing revenue
loss due to the pandemic in the form of both grants and loans intended to provide immediate financial
assistance in order to continue operations, return furloughed employees to work or prevent further
closures and layoffs; and
WHEREAS, the Borrower has applied for a loan from the County, and the County has agreed
to make the loan pursuant to its authority granted in N.C. Gen. Stat. 153A-376 and Chapter 166A; and
WHEREAS, this Agreement sets out the terms of the loan, including the terms for payments
and the security for the loan.
NOW, THEREFORE, in consideration of the mutual promises set out in this Agreement, the parties
agree as follows:
PART ONE – AGREEMENT TO MAKE AND REPAY THE LOAN
1. The County will loan to the Borrower the sum of [$7,500.00] (the "Loan"). The County is making this
loan by giving the Borrower a check for the full amount of the loan at closing.
2. The Borrower will repay the loan. The Borrower’s obligation to repay the Loan will be represented
by a promissory note (the “Note), which the Borrower will execute and deliver to the County in
exchange for the Loan proceeds. The Note will set out the terms of repayment, including payment
dates and interest rates.
3. The Borrower will use the Loan for the purposes of its business (the “Business”) as described in its
application to the County for this Loan.
PART TWO - SECURITY FOR THE LOAN
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4. To secure its obligations to the County under the Note and this Loan Agreement, Borrower grants to
the County a security interest in the “Collateral” as described in Exhibit A. This Agreement is intended
as, and constitutes, a security agreement within the meaning of the North Carolina Uniform
Commercial Code (UCC) Financing Statement, with respect to the Collateral. The Borrower will
execute and deliver to the County such documents as the County may reasonably deem appropriate
to secure the benefits of this Agreement.
5. If required by the County, to further secure the Borrower’s obligations to the County under the Note
and this Loan Agreement, Borrower shall execute a personal guaranty.
PART THREE - EVENTS OF DEFAULT
6. Events of Default – The happening of any of the following events shall constitute a default under this
Agreement (these are the “Events of Default”):
6.1 The Borrower fails to pay when due any amounts payable under the Note;
6.2 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;
6.3 The Borrower moves its principal place of business outside Orange County;
6.4 The Borrower sells all or substantially all of the assets of the Business;
6.5 Any warranty, representation or statement made by the Borrower in this Agreement or otherwise
to the County in connection with this Loan is found to be incorrect or misleading in any material
respect;
6.6 The County believes in good faith that the prospect of the Borrower’s payment or performance
is impaired;
6.7 The Borrower seeks an order of relief under Federal Bankruptcy laws;
6.8 The Borrower becomes insolvent; or
6.9 A federal or state tax lien is filed against the assets of the Borrower.
7. Remedies on Default – Upon the occurrence of an Event of Default, the County may, without any
further demand or notice, exercise any one or more of the following remedies:
7.1 Declare the unpaid balance of the Note immediately due and payable;
7.2 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;
7.3 Pursue collection under the guaranties;
7.4 Pursue enforcement of the lien of the UCC Financing Statement; and
7.5 Avail itself of all other rights and remedies available at law and in equity.
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8. Further Remedies – In addition to the remedies described in paragraph 7, upon the occurrence of an
Event of Default the County may avail itself of all the rights and remedies of a secured party under
the UCC, and at its option may:
8.1 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 County reasonably
convenient to the parties;
8.2 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.
8.3 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
8.4 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
realize upon, the whole, or from time to time, any part of the collateral, or any interest which the
Borrower may have therein.
8.5 If any automobile is part of the Collateral, the Borrower agrees that a sale by the County of such
vehicle at a price based upon a recognized automobile quotation, publication or a sale at a
recognized automobile wholesale auction shall be deemed “commercially reasonable.”
9. Financial records after a default – At any time the Borrower is in default or a payment due under the
Agreement is not made, the Borrower hereby authorizes the County to make or cause to be made,
at the Borrower’s expense and in such manner and at such times as the County require, (a)
inspections and audits of any books, records, and papers in custody or control of the Borrower or
others, relating to the Borrower’s financial or business conditions, including the making of copies
thereof and extracts thereof, and (b) inspections and appraisals of any Borrower assets. Should the
Borrower fail to make any payment due under the Agreement, the Borrower will furnish to the County
for each one-month period from the date of disbursement of the loan proceeds covered by this
Agreement, and for a six-month period thereafter, and semiannually thereafter (no later than 30 days
following the expiration of any such period), and at such other times and in such form as the County
may prescribe, the financial and operating statement of the business.
10. Costs and expenses related to remedial action - The Borrower agrees that all costs and expenses
(including reasonable attorneys’ fees and expenses for legal services of every kind) of, or incidental
to, the custody, care, management, sale or collection of, or realization upon, any of the Collateral, or
in any way relating to the enforcement or protection of the County’s rights under this Agreement,
shall be entitled to the benefits of this Agreement. The County may at any time apply to the payment
of all such costs and expenses all monies of the Borrower or other proceeds arising from the
possession or disposition of all or any portion of the Collateral.
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11. Other provisions regarding remedies – The County may delay or refrain from exercising any past,
present, or future right or remedy hereunder without waiving any such right or remedy. The County
shall have no obligation to proceed against real or personal property in preference to the other.
PART FOUR – PROMISES BY THE BORROWER
12. The Borrower agrees that it will do the following:
12.1 Operate the Business in full compliance with applicable federal, state, and local laws, including,
without limitation, federal laws relating to equal employment opportunity and occupational health
and safety, the North Carolina State Building Code, and local building and land use regulations.
12.2 Promptly perform all obligations of Borrower including the payment, when due, of all amounts
owed to County secured by this Agreement;
12.3 Protect and properly care for the Collateral, and allow no Collateral to be misused, wasted, or
allowed to deteriorate except for normal wear and tear;
12.4 Use the Collateral principally within the State of North Carolina and Orange County, and not to
affix the Collateral to real property unless it is classified as a fixture hereinabove the requisite
information is supplied;
12.5 Insure all Collateral against theft, loss or destruction, by policies acceptable to County and
payable to both Borrower and the County as their interests may appear; that all applicable
licenses and permits be obtained; that the employer ID number be provided and a privilege
license be obtained; and that both property and liability insurance on the building(s) and
contents be procured and maintained by the Borrower. The Borrower shall provide and maintain
hazard insurance (fire and extended coverage) in an amount acceptable to the County covering
all tangible Collateral. Mortgagee endorsement is to include this loan.
12.6 Pay promptly when due all ad valorem taxes and assessments upon the Collateral;
12.7 Upon the County’s request, deposit with County additional Collateral to County’s satisfaction;
12.8 That Collateral will not be changed, transferred, or otherwise disposed of or be subjected to any
unpaid charge, unless the County consents in advance in writing to such change, transfer, or
charge.
12.9 Upon the County’s request, provide a list of buyer, commission merchants and selling agents
to or through whom the Borrower intends to sell the products granted as Collateral;
12.10 Keep proper books of account in a manner satisfactory to the County;
12.11 Upon the County’s request, submit an annual financial statement reviewed or compiled by an
independent public accountant;
12.12 Upon the County’s request, submit a copy of its annual tax return to the County.
12.13 The Borrower hereby authorizes all federal, state and municipal authorities to furnish reports
of examinations, records, and other information relating to the condition and affairs of the
business and any desired information from reports, returns, files, and records of such authorities
upon request therefore by the County;
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12.14 Keep and maintain books, records, and other documents relating directly to the receipt and
disbursement of loan funds and the fulfillment of this Agreement. Each party agrees that any
duly authorized representative of the County shall at all reasonable times, have access to and
the right to inspect, copy, audit and examine all of the books, records and other documents
relating to the loan and fulfillment of this Agreement.
12.15 Authorize, give permission and provide necessary information and cooperation for Orange
County and its agents and representatives to debit funds from a bank account through an
Electronic Fund Transfer (“EFT”) on the Automated Clearing House network.
12.16 Borrower shall endeavor to meet the following conditions but in no case fail to meet at least one
of the following conditions for at least one year: (a) Job Retention, within six months of the award
retain at least 50% of the work force that existed on January 1, 2020 and retain 100% within
one year of the award date; (b) Living Wage, pay 90% of Borrower’s work force a living wage
of $15 per hour; or (c) Community Participation and Involvement, in kind service, discounts or
donation to first responders, healthcare and other front line workers in the amount of at least
$250 annually for award recipients with net income of up to $100,000 and at least $500 annually
for all others. Any value derived from discounts shall be the result of at least 15% off retail price.
Determinations regarding qualifying recipients of in kind services or donations shall be at the
sole discretion of the County. Borrower shall supply evidence of compliance through NC
Employment Commission reports, IRS 941 Payroll quarterly reports, Orange County Living
Wage certificate or, if those are inapplicable, owner affidavit.
Validation of meeting the selected requirement will be obtained six months from the award date.
13. The Borrower agrees that it will not do any of the following without the County’s prior written consent:
13.1 Effect a change of ownership or control of the Business;
13.2 Consolidate or merge with any other County, unless the procedures for assignment and/or
assumption are complied with; or
13.3 At any time an Event of Default is in existence, give any preferential treatment or make any
advance to any person or entity directly or indirectly controlling or affiliated with or controlled by
the Borrower, or any other County, or to any officer, director, or employee of the Borrower, or
of any such County;
13.4 For two years after the date of this Agreement, undertake additional debt financing without prior
written consent of the County, except that this provision shall not prohibit Borrower from (a)
purchase money financing of ordinary and necessary equipment or (b) credit purchases of
inventory. The County’s consent, when required under this provision, shall not be unreasonably
withheld.
13.5 Permit or suffer to exist any other lien, security interest or encumbrance upon the Collateral,
except for the existing security interest described in Exhibit A and the security interest created
pursuant to this Agreement and any other agreements delivered by the Borrower pursuant to
this Agreement.
13.6 Use the Collateral for any illegal purposes.
13.7 Assert a claim or defense held against the County against any assignee of this Agreement
14. The Borrower further represents to the County and acknowledges that the following things are true:
14.1 No financing statement, other than those financing statement(s) on file with the North Carolina
Secretary of State at the date of execution of this Agreement and described in Exhibit B (if
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applicable), covers the Collateral; there is no adverse lien or security interest in the Collateral;
that Borrower has the right to transfer a security interest in the Collateral; and that the Borrower
will defend the title to the Collateral and its proceeds against the claims of others
14.2 The Borrower’s correct address appears below its signature to this Agreement
14.3 The County may act as attorney for Borrower in adjusting any insurance coverage and in
endorsing any insurance draft and may retain for the satisfaction of the Borrower’s obligation
any insurance proceeds and/or unearned premium on such insurance.
14.4 All information supplied and statements made by or in support of the Borrower in its application
for this credit are true and correct.
14.5 Any loss or destruction of the Collateral shall not release the Borrower from the payment and
performance of its obligations under this Agreement.
14.6 The Borrower has its principal place of business in North Carolina and that place of business is
in Orange County.
14.7 If more than one Borrower executes this Agreement, their obligations under this Agreement
shall be joint and several.
PART FIVE-THE COUNTY’S POLICIES AND PROCEDURES
15. The Borrower has been given a copy of the County’s Emergency Loan Program Policies and
Procedures, and has been given an opportunity to review the policies and procedures and ask
questions about them. The Borrower will not use the loan proceeds for any purpose that the County’s
policies and procedures say is an improper use of the loan proceeds.
16. If at any time the Borrower has any questions about whether a particular use of the loan proceeds is
permitted, or has any other questions about the policies and procedures or the terms of the loan
documents (or wants to request any changes or any permission to vary the terms), Borrower will ask
the County for the desired information. The Borrower recognizes that it is the Borrower’s
responsibility to comply with the policies and procedures and the terms of the loan documents, and
it is not the County’s responsibility to make sure the Borrower either understands the terms or
complies with the terms. The County may take action against the Borrower if the Borrower fails to
comply with the policies and procedures and the terms of the loan documents. The Borrower is
entitled to rely on a waiver by the County of a requirement of the policies and procedures and the
terms of the loan documents only if that waiver is in writing.
PART SIX – OTHER AGREEMENTS BETWEEN THE PARTIES
17. Communication –
17.1 Any communication required or permitted by this Agreement must be in writing.
17.2 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 County, addressed as follows: Orange County Emergency Loan Program,
131 W. Margaret Lane, Suite 205, Hillsborough, NC 27278; or,
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17.2.2 If to the Borrower, addressed to the address shown below the Borrower’s signature to
this Agreement.
17.3 Any addressee may designate additional or different addresses for communications by notice
given under this Section to each of the others.
18. The Borrower shall not sell or assign any interest in this Agreement without prior written consent of
the County.
19. 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 County may disclose confidential
information pursuant to any governmental, judicial, or administrative order, subpoena, discovery
request, regulatory request or similar method.
20. 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.
21. This Agreement, together with the documents referenced in this Agreement, constitutes the entire
agreement between the Borrower and the County with respect to its general subject matter. Only a
writing signed on behalf of each party may amend this Agreement.
22. 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.
ORANGE COUNTY
By: ___________________________
Bonnie Hammersley, County Manager
BORROWER
By: _________________________________
Irene Kesselman, Managing Member
Ali Cat Toys LLC
200 N Greensboro St
Carrboro, NC 27510
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Exhibit A – Description of Collateral
The “COLLATERAL” is all of the following:
1. All personal property acquired by Ali Cat Toys LLC, with funds loaned by the COMPANY
pursuant to this AGREEMENT, all personal property obtained in substitution or replacement
therefore, and all personal property obtained in substitution or replacement for any portion of the
Mortgaged Property and all proceeds of the foregoing (collectively, the “Purchased Equipment”).
This Agreement is a purchase money security agreement with respect to the Purchased
Equipment. The parties expect that the Purchased Equipment will include the following: N/A
2. All goods including but not limited to furniture and general intangibles whether now owned or
hereafter acquired and wherever located.
3. Equipment, including all Accessions thereto, and all manufactures warranties, parts and tools
therefore.
4. Inventory, including all returned inventory.
5. Accounts Receivables.
6. Vehicles, including all manufacturers warranties and parts therefore.
7. Franchise Agreements.
8. General intangibles, including Payment Intangibles, copyrights, trademarks, patents, trade
names, tax refunds, company records (paper and electronic), right under equipment leases,
warranties software licenses.
9. To the Extent not listed above as original collateral, all proceeds (cash and non-cash) and
products of the foregoing.
NOTICE-Pursuant to an Agreement between debtor and secured party, debtor has agreed not to
further encumber the collateral described herein. The further encumbrance of which may constitute
interference with secured party’s right by such encumbrance.
________________
Irene Kesselman, Managing Member
Ali Cat Toys LLC
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Exhibit B – Description of Existing Security Interest on Collateral
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ORANGE COUNTY EMERGENCY LOAN PROGRAM—INTERNAL USE ONLY
______________________________________________________________________________
Department
Party/Vendor Name: Ali Cat Toys LLC Party/Vendor Contact Person: Irene Kesselman Contact
Phone: 919-932-3954 Party/Vendor Address: 200 N Greensboro St City Carrboro State: NC Zip:
27510 Department: Economic Development Amount: $7,500 Purpose: Emergency Small Business
Funding Program Budget Code(s): 34600020-900047 Vendor # 66218 (N/A if new vendor)
This agreement is approved as to technical form and content and I as Department Director affirmatively
state work on this project has not been initiated prior to execution of the agreement:
Department Director’s Signature ________________________________________ Date: ________
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal
Control Act:
Office of the Chief Financial Officer ____________________________________ Date: _________
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney __________________________________________Date: ________
Clerk to the Board
Received for record retention:
All DocuSign contracts must be copied to Sherri Ingersoll upon completion:
singersoll@orangecountync.gov
The following signature block is for hard copies only and is not required for DocuSign contracts:
Office of the Clerk to the Board __________________________________________Date:________
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5/18/2020
5/18/2020
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PERSONAL GUARANTY
IN CONSIDERATION of the Loan made by Orange County Small Business Loan Company
(referred to below as the “Company”) to Ali Cat Toys LLC a North Carolina Limited Liability Company
(hereinafter referred to as “Borrower”), the undersigned (hereinafter referred to as “Guarantor”), each
absolutely and unconditionally, guarantees to the Company the punctual payment in full of the principal,
interest and other sums due under that certain promissory note from Borrower to Company dated May
14, 2020, (hereinafter referred to as “Note”) which obligations, indebtedness and liability set forth
therein are hereinafter referred to as “indebtedness.”
The Guarantor expressly waives the following: notice of the incurring of indebtedness by the
Borrower; the acceptance of this Guaranty by the Company; presentment and demand for payment,
protest, notice of protest and notice of dishonor or nonpayment of any instrument evidencing
indebtedness of the Borrower; any right to require suit against the Borrower or any other party b efore
enforcing this Guaranty; and any right of subrogation to the Company’s rights against the Borrower until
the Borrower’s indebtedness is paid in full.
The Guarantor hereby consents and agrees that renewals and extensions of time of payment,
surrender, release, exchange, substitution, dealing with or taking of additional collateral security, taking
or release of other guarantees, abstaining from taking advantage of or realizing upon any collateral
security by the Company to the Borrower or any other party, may be made, granted, and effected by
the Company without notice to each Guarantor and without in any manner affecting his or her liability
hereunder.
In the event that a petition in bankruptcy or reorganization of the Borrower under the bankruptcy
laws or for the appointment of a receiver for the Borrower or any of its property is filed by or against the
Borrower, or if the Borrower shall make an assignment for the benefit of creditors or shall become
insolvent, all indebtedness of the Borrower pursuant to the Note shall, for the purpose of this Guaranty,
be deemed at the Company’s election to have become immediately due and payable.
Any notice to Guarantor by the Company at any time shall not imply that such notice or any
further or similar notice was or is required.
The Guarantor further agrees to pay the Company any and all costs, expenses and reasonable
attorneys’ fees paid or incurred by the Company in collecting or endeavoring to collect the
indebtedness of the Borrower or enforcing or endeavoring to enforce this Guaranty.
This Guaranty shall be binding upon each Guarantor and his or her heirs, executors,
administrators and assigns, jointly and severally, and shall inure to the benefit of the Company and its
successors and assigns.
This Guaranty 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 Guaranty, including the signature pages hereto, shall be deemed to be an
original. Notwithstanding the foregoing, the parties shall deliver original execution copies of this
Guaranty to one another as soon as practicable following execution thereof.
IN WITNESS WHEREOF, this Guaranty has been executed and delivered to the Company by
each undersigned Guarantor this May 14, 2020.
________________________________
Irene Kesselman, in their capacity as an individual
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PROMISSORY NOTE
Amount: Date:
$ 7,500.00
May 14, 2020
FOR VALUE RECEIVED, Ali Cat Toys LLC, a North Carolina Limited Liability Company
(hereafter the “Borrower”) promises to pay to the order of the Orange County (hereafter the “County”),
the principal sum stated above, together with interest on the unpaid principal balance from the date of
this Note at the rate, on the dates and in the amounts described below.
INTEREST; PAYMENTS; PREPAYMENT
Interest payable on this Note shall accrue at the annual rate of zero percent (0%).
For six (6) months from the date of this Note (the “Grace Period”), no payment shall be due.
Thereafter, starting on the first day of the month next following the expiration of the Grace Period, and
continuing on the first day of each month for 54 consecutive months, equal monthly payments of
$138.89.
If not sooner paid, all unpaid principal and all accrued and unpaid interest on this Note shall be
due and payable five (5) years from the date of this Note.
The Borrower may prepay the outstanding principal amount at its option at any time, in whole or
in part, without penalty or premium.
Each regular monthly payment and any prepayments shall be applied to the principal.
MANNER OF PAYMENT
All payments shall be made payable to “Orange County.”
Borrower authorizes, gives permission and provide necessary information and cooperation for
Orange County and its agents and representatives to debit funds from a bank account through an
Electronic Fund Transfer (“EFT”) on the Automated Clearing House network.
Payments shall be drawn by EFT but additional payments may be delivered to the County at its
offices at 131 West Margaret Lane, Hillsborough, NC 27278. The County, however, by written notice to
the Borrower under the Loan Agreement, may designate a different address for payments. All payments
shall be made in lawful money of the United States of America.
NOTE GIVEN UNDER LOAN AND SECURITY AGREEMENT; SECURED BY DEED OF TRUST
This Note is issued pursuant to, and is governed by a Loan and Security Agreement dated May
14, 2020, between the Borrower and the County (the “Loan Agreement”). Payments under this Note are
further secured by a Uniform Commercial Code (UCC) Financing Statement of even date herewith made
by the Borrower for the County’s benefit and any personal guarantee if required.
DEFAULT
Upon the occurrence of any Event of Default described in the Loan Agreement, the County shall
have all rights granted by the Loan Agreement.
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EXPENSES OF COLLECTION
In the event of a default under any provision of this Note (and in addition to collecting all principal,
interest and other amounts due on this Note) or the North Carolina UCC financing statement, securing
this Note or any violation of the Loan Agreement, the County may employ an attorney to enforce the
County’s rights and remedies. The Borrower agrees to pay to the County reasonable attorney’s fees not
exceeding a sum equal to fifteen per cent (15%) of the outstanding balance owing on the Note, plus all
other reasonable expenses incurred by the County in exercising any of the County’s rights and remedies
upon default.
COVENANTS
All parties to this Note, including the maker and any sureties, endorsers or guarantors, hereby
waive (to the extent permitted bylaw) protest, presentment, notice of dishonor and notice of acceleration
of maturity and agree to continue to remain bound for the repayment of principal, interest and all other
sums due under this Note, notwithstanding any change or changes by way of release, surrender,
exchange, modification or substitution of any security for this Note or by way of any extensions of time
for the payment of this Note; and all such parties waive (to the extent permitted by law) all and every kind
of notice of such change or changes and agree that the same may be made without notice or consent of
any of them.
GOVERNING LAW
The Borrower and the County intend that North Carolina law shall govern all matters related to
this Note.
RIGHTS CUMULATIVE
The rights and remedies of the County as provided in this Note and any instrument securing this
Note shall be cumulative and may be pursued singly, successively, or together against the property
described in the UCC Financing Statement or any other funds, property or security held by the County
for payment or security, in the sole discretion of the County. The failure to exercise any such right or
remedy shall not be a waiver or release of such rights or remedies or the right to exercise any of them at
another time.
AMENDMENT AND MODIFICATION
No waiver by the County of any of the terms and conditions of this Note shall be effective unless
it is in writing and signed by the County. No modification or amendment to this Note may be made except
in writing, signed by the Borrower and the County.
COUNTERPARTS; SIGNATURES AND AMENDMENTS
This Note 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 Note, including the signature pages hereto, shall be deemed to be an original.
Notwithstanding the foregoing, the parties shall deliver original execution copies of this Note to one
another as soon as practicable following execution thereof.
This Agreement together with any amendments or modifications may be executed
electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize
electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North
Carolina General Statute Chapter 66.
IN WITNESS WHEREOF, the Borrower has caused this Note to be signed and delivered by its
duly authorized officers on the day and year first above written:
DocuSign Envelope ID: 03233199-7132-43D7-A472-1876C4D65FEC
ESBLPLSA
BORROWER: Ali Cat Toys LLC, a North Carolina Limited
Liability Company
By: _____________________
_______________________________________
Irene Kesselman, Managing Member
DocuSign Envelope ID: 03233199-7132-43D7-A472-1876C4D65FEC