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DocuSign Envelope ID: E51FEDB4-DE67-4E2D-A34B-153D3BEADB7E <br /> LOAN AND SECURITY AGREEMENT <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 /> Page 4 of 7 <br />