Common use of BORROWER’S PROMISES Clause in Contracts

BORROWER’S PROMISES. Borrower makes the following promises to Crestmark and these promises are effective until the Obligations are fully paid: A. To pay all Obligations when due and perform all terms, conditions and obligations of the Loan Documents. B. To permit Crestmark, or its representatives, access to the Collateral on Borrower’s premises and to Borrower’s computer systems, books of account and financial records. Borrower will pay the cost of Field Examinations as specified in the Schedule. C. To notify Crestmark promptly of any litigation, administrative or tax proceeding or other action threatened or instituted against Borrower or Guarantor or its property, or of any other material matter which may adversely affect Borrower’s financial condition. The amount of claims as to which Borrower must notify Crestmark is specified in the Schedule as the “Borrower Claims Threshold”. D. To pay when due all taxes, assessments and governmental charges, provided that Borrower has the right to contest the same as long as it has a cash reserve with Crestmark in an amount as determined by Crestmark in its sole discretion. E. To comply with the Financial Covenants described in the Schedule (if applicable). F. To maintain insurance on its business activities in such amount and in such form as Crestmark may from time to time require, and with respect to such insurance if so designated, Crestmark shall be named as “Lender Loss Payee” under the policy and receive evidence of the insurance. All insurance which protects Crestmark shall have at least a 30-day notice to Crestmark prior to any cancellation. With respect to the insurance, Borrower appoints Crestmark as its attorney-in-fact to negotiate any and all claims under all insurance policies and Crestmark also has the power to negotiate any payments on the insurance policies. G. To comply with all laws, ordinances and regulations or other requirements of any governmental authority or agency applicable to Borrower’s business. H. To maintain and preserve all Collateral in good repair, working order and condition, and with respect to accounts, pursue collections thereof. I. To provide Crestmark with evidence of ownership of any Collateral upon the request of Crestmark. J. To maintain a Loan Amount balance which shall not exceed the sum of Eligible Collateral times the corresponding Advance Rate.

BORROWER’S PROMISES. Borrower makes the following promises to Crestmark and these promises are effective until the Obligations are fully paid: A. To pay all Obligations when due and perform all terms, conditions and obligations of the Loan Documents. B. To permit Crestmark, or its representatives, access to the Collateral on Borrower’s premises and to Borrower’s computer systems, books of account and financial records. Borrower will pay the cost of Field Examinations as specified in the Schedule. C. To notify Crestmark promptly of any litigation, administrative or tax proceeding or other action threatened or instituted against Borrower or Guarantor or its property, or of any other material matter which may adversely affect Borrower’s financial condition. The amount of claims as to which Borrower must notify Crestmark is specified in the Schedule as the “Borrower Claims Threshold”. D. To pay when due all taxes, assessments and governmental charges, provided that Borrower has the right to contest the same as long as it has a cash reserve with Crestmark in an amount as determined by Crestmark in its sole discretion. E. To comply with the Financial Covenants described in the Schedule (if applicable). F. To maintain insurance on its business activities in such amount and in such form as Crestmark may from time to time require, and with respect to such insurance if so designated, Crestmark shall be named as “Lender Loss Payee” under the policy and receive evidence of the insurance. All insurance which protects Crestmark shall have at least a 30-day notice to Crestmark prior to any cancellation. With respect to the insurance, Borrower appoints Crestmark as its attorney-in-fact to negotiate any and all claims under all insurance policies and Crestmark also has the power to negotiate any payments on the insurance policies. G. To comply with all laws, ordinances and regulations or other requirements of any governmental authority or agency applicable to Borrower’s business. H. To maintain and preserve all Collateral in good repair, working order and condition, and with respect to accountsAccounts, pursue collections thereof. I. To provide Crestmark with evidence of ownership of any Collateral upon the request of Crestmark. J. To maintain a Loan Amount balance which shall not exceed the sum of Eligible Collateral times the corresponding rate in the Advance RateFormula.

BORROWER’S PROMISES. Borrower makes the following promises to Crestmark Lender and these promises are effective until the Obligations are fully paid: A. To pay all Obligations when due and perform all terms, conditions and obligations of the Loan Documents. B. To permit CrestmarkLender, or its representatives, access to the Collateral on Borrower’s premises and to Borrower’s computer systems, books of account and financial records. Borrower will pay the cost of Field Examinations as specified in the Schedule. C. To notify Crestmark Lender promptly of any litigation, administrative or tax proceeding or other action threatened or instituted against Borrower or Guarantor or its property, or of any other material matter which may adversely affect Borrower’s financial condition. The amount of claims as to which Borrower must notify Crestmark , whether or not the claim is specified in the Schedule as the “Borrower Claims Threshold”covered by insurance. D. To promptly file and pay when due all tax returns, taxes, assessments and governmental charges, provided that Borrower has the right including but not limited to contest personal property taxes, unless the same as long as it has a cash reserve are contested in good faith and appropriate reserves with Crestmark respect thereto are maintained in an amount as determined by Crestmark in its sole discretionaccordance with GAAP. E. To comply with the Financial Covenants described in the Schedule Give Lender thirty (if applicable)30) days’ prior written notice of Borrower’s opening or closing any place of business. F. To Maintain Borrower’s corporate existence and qualification and good standing in all states necessary to conduct Borrower’s business and own Borrower’s property and maintain insurance on its business activities in such amount and in such form as Crestmark may from time adequate assets to time require, and with respect to such insurance if so designated, Crestmark shall be named as “Lender Loss Payee” under the policy and receive evidence of the insurance. All insurance which protects Crestmark shall have at least a 30-day notice to Crestmark prior to any cancellation. With respect to the insurance, Borrower appoints Crestmark as its attorney-in-fact to negotiate any and all claims under all insurance policies and Crestmark also has the power to negotiate any payments on the insurance policiesconduct Borrower’s business. G. To comply in all material respects with all laws, ordinances and regulations or other requirements of any governmental authority or agency applicable to Borrower’s business and promptly notify Lender in writing of any violation of any law, statute, regulation or ordinance of any governmental entity, or of any agency thereof, applicable to Borrower which may materially and adversely affect the Collateral or Borrower’s business, assets, operations or condition, financial or otherwise. H. Notify Lender in writing within ten (10) business days of Borrower’s default under any note, indenture, loan agreement, mortgage, lease, or other agreement to which Borrower is a party or is bound. I. Execute and deliver to Lender, upon request, such documents and agreements Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement. J. Promptly, and in any event within ten (10) days of the receipt thereof, deliver any communication from a governmental entity concerning any material violation, by Borrower regarding the use, generation, storage or release of a hazardous waste or substance. Borrower agrees to indemnify and hold Lender harmless from any and all loss, damage, cost, liability or expense (including reasonable attorney fees) arising out of Borrower’s use, generation, storage or release of any hazardous waste or substance. K. Promptly, and in any event within ten (10) days of the receipt thereof, deliver to Lender a copy of any communication from the Federal Department of Labor concerning any alleged act or omission on Borrower’s part in connection with the payment of minimum and/or overtime wages to an employee. L. Promptly, and in any event within ten (10) days of the receipt thereof, deliver to Borrower a copy of any communication concerning any violation of a state or Federal law which could result in the forfeiture of the Collateral. M. To maintain the liens and security interests granted to Lender as first, prior and only liens upon the Collateral (unless approved by Lender in writing). N. To maintain and preserve all Collateral in good repair, working order and condition, ordinary wear and with respect to accounts, pursue collections thereoftear excepted. I. O. To provide Crestmark Lender with evidence of ownership of any Collateral upon the request of CrestmarkLender. J. To maintain a Loan Amount balance which shall not exceed the sum of Eligible Collateral times the corresponding Advance Rate.

BORROWER’S PROMISES. Borrower makes the following promises to Crestmark and these promises are effective until the Obligations are fully paid: A. To pay all Obligations when due and perform all terms, conditions and obligations of the Loan Documents.. MIMIO LLC v1 B. To permit Crestmark, or its representatives, access to the Collateral on Borrower’s premises or wherever collateral is located and to Borrower’s computer systems, books of account and financial records. Borrower will pay the cost of Field Examinations as specified in the Schedule. C. To notify Crestmark promptly of any litigation, administrative or tax proceeding or other action threatened or instituted against Borrower or Guarantor or its property, or of any other material matter which may adversely affect Borrower’s financial condition. The amount of claims as to which Borrower must notify Crestmark is specified in the Schedule as the “Borrower Claims Threshold”. D. To pay when due all taxes, assessments and governmental charges, provided that Borrower has the right to contest the same as long as it has a cash reserve with Crestmark in an amount as determined by Crestmark in its sole discretion. E. To comply with the Financial Covenants described in the Schedule (if applicable). F. To maintain insurance on its business activities in such amount and in such form as Crestmark may from time to time require, and with respect to such insurance if so designated, Crestmark shall be named as “Lender Loss Payee” under the policy and receive evidence of the insurance. All insurance which protects Crestmark shall have at least a 30-day notice to Crestmark prior to any cancellation. With respect to the insurance, Borrower appoints Crestmark as its attorney-in-fact exercisable after an event of Default to negotiate any and all claims under all insurance policies and Crestmark also has the power to negotiate any payments on the insurance policies. Required insurance is listed on the Schedule. G. To comply with all laws, ordinances and regulations or other requirements of any governmental authority or agency applicable to Borrower’s business. H. To maintain and preserve all Collateral in good repair, working order and condition, and with respect to accounts, pursue collections thereof. I. To provide Crestmark with evidence of ownership of any Collateral upon the request of Crestmark. J. To maintain a Loan Amount balance which shall not exceed the sum of Eligible Collateral times the corresponding Advance Rate.

BORROWER’S PROMISES. Borrower makes the following promises to Crestmark and these promises are effective until the Obligations are fully paid: A. To pay all Obligations when due and perform all terms, conditions and obligations of the Loan Documents. B. To permit Crestmark, or its representatives, access to the Collateral on Borrower’s premises and to Borrower’s computer systems, books of account and financial records. Borrower will pay the cost of Field Examinations as specified in the Schedule. C. To notify Crestmark promptly of any litigation, administrative or tax proceeding or other action threatened or instituted against Borrower or Guarantor or its property, or of any other material matter which may adversely affect Borrower’s financial condition. The amount of claims as to which Borrower must notify Crestmark is specified in the Schedule as the “Borrower Claims Threshold”. D. To pay when due all taxes, assessments and governmental charges, provided that Borrower has the right to contest the same as long as it has a cash reserve with Crestmark in an amount as determined by Crestmark in its sole discretion. E. To comply with the Financial Covenants described in the Schedule (if applicable). F. To maintain insurance on its business activities in such amount and in such form as Crestmark may from time to time require, and with respect to such insurance if so designated, Crestmark shall be named as “Lender Loss Payee” and/or “Additional Insured”, as applicable, under the policy and receive evidence of the insurance. All insurance which protects Crestmark shall have at least a 30-day notice to Crestmark prior to any cancellation. With respect to the insurance, Borrower appoints Crestmark as its attorney-in-fact to negotiate any and all claims under all insurance policies and Crestmark also has the power to negotiate any payments on the insurance policies. G. To comply with all laws, ordinances and regulations or other requirements of any governmental authority or agency applicable to Borrower’s business. H. To maintain and preserve all Collateral in good repair, working order and condition, and with respect to accounts, pursue collections thereof. I. To provide Crestmark with evidence of ownership of any Collateral upon the request of Crestmark. J. To maintain a Loan Amount balance which shall not exceed the sum of Eligible Collateral times the corresponding Advance Rate.

BORROWER’S PROMISES. Borrower makes the following promises to Crestmark and these promises are effective until the Obligations are fully paid: A. To pay all Obligations when due and perform all terms, conditions and obligations of the Loan Documents. B. To permit Crestmark, or its representatives, upon prior written notice to Borrower, reasonable access to the Collateral on Borrower’s 's premises and to Borrower’s 's computer systems, books of account and financial records. Borrower will pay the cost of Field Examinations as specified in the Schedule. C. To notify Crestmark promptly of any litigation, administrative or tax proceeding or other action threatened or instituted against Borrower or Guarantor or its property, or of any other material matter which may adversely affect Borrower’s 's financial condition. The amount of claims as to which Borrower must notify Crestmark is specified in the Schedule as the “Borrower Claims Threshold”. D. To pay when due all taxes, assessments and governmental charges, provided that Borrower has the right to contest the same as long as any such proceedings will not result in a lien on any Collateral or it has a cash reserve with Crestmark in an amount as determined by Crestmark in its sole discretion. E. To comply with the Financial Covenants described in the Schedule (if applicable). F. To Borrower will maintain such insurance on its covering Borrower's business activities and/or the property of the Account Debtors as is customary and adequate for businesses similar to the business of Borrower in such an amount and in such form as Crestmark may from time is sufficient to time requirecompensate for reasonably foreseeable loss, and promptly pay all premiums with respect to the policies covering such insurance if so designatedinsurance. Further, Borrower shall have Crestmark shall be named as “Lender Loss Payee” under the policy and receive evidence of the additional insured for such insurance. All insurance which protects Crestmark shall have at least a 30-day notice to Crestmark prior to any cancellation. With respect to the insurance, Borrower appoints Crestmark as its attorney-in-fact to negotiate any and all claims under all insurance policies and Crestmark also has the power to negotiate any payments on the insurance policies. G. To comply with all laws, ordinances and regulations or other requirements of any governmental authority or agency applicable to Borrower’s 's business. H. To maintain and preserve all Collateral in good repair, working order and condition, and with respect to accounts, pursue collections thereof. I. To provide Crestmark with evidence of ownership of any Collateral upon the request of Crestmark. J. To maintain a Loan Amount balance which shall not exceed the sum of Eligible Collateral times the corresponding Advance Rate.

BORROWER’S PROMISES. Borrower makes the following promises to Crestmark and these promises are effective until the Obligations are fully paid: A. To pay all Obligations when due and perform all terms, conditions and obligations of the Loan Documents. B. To permit Crestmark, or its representatives, access to the Collateral on Borrower’s premises and to Borrower’s computer systems, books of account and financial records. Borrower will pay the cost of Field Examinations as specified in the Schedule. C. To notify Crestmark promptly of any litigation, administrative or tax proceeding or other action threatened or instituted against Borrower or Validity Guarantor or its property, or of any other material matter which may adversely affect Borrower’s financial condition. The amount of claims as to which Borrower must notify Crestmark is specified in the Schedule as the “Borrower Claims Threshold”. D. To pay when due all taxes, assessments and governmental charges, provided that Borrower has the right to contest the same as long as it has a cash reserve with Crestmark in an amount as determined by Crestmark in its sole discretion. E. To comply with the Financial Covenants described in the Schedule (if applicable). F. To maintain insurance on its business activities in such amount and in such form as Crestmark may from time to time require, and with respect to such insurance if so designated, Crestmark shall be named as “Lender Loss Payee” under the policy and receive evidence of the insurance. All insurance which protects Crestmark shall have at least a 30-day notice to Crestmark prior to any cancellation. With respect to the insurance, Borrower appoints Crestmark as its attorney-in-fact to negotiate any and all claims under all insurance policies and Crestmark also has the power to negotiate any payments on the insurance policies. G. To comply with all laws, ordinances and regulations or other requirements of any governmental authority or agency applicable to Borrower’s business. H. To maintain and preserve all Collateral in good repair, working order and conditioncondition (normal wear and tear excepted), and with respect to accounts, pursue collections thereof. I. To provide Crestmark with evidence of ownership of any Collateral upon the request of Crestmark. J. To maintain a Loan Amount balance which shall not exceed the sum of Eligible Collateral times the corresponding Advance Rate.

BORROWER’S PROMISES. Borrower makes the following promises to Crestmark and these promises are effective until the Obligations are fully paid: A. To pay all Obligations when due and perform all terms, conditions and obligations of the Loan Documents. B. To permit Crestmark, or its representatives, access to the Collateral on Borrower’s 's premises or wherever collateral is located and to Borrower’s 's computer systems, books of account and financial records. Borrower will pay the cost of Field Examinations as specified in the Schedule. C. To notify Crestmark promptly of any litigation, administrative or tax proceeding or other action threatened or instituted against Borrower or Guarantor or its property, or of any other material matter which may adversely affect Borrower’s 's financial condition. The amount of claims as to which Borrower must notify Crestmark is specified in the Schedule as the “"Borrower Claims Threshold”". D. To pay when due all taxes, assessments and governmental charges, provided that Borrower has the right to contest the same as long as it has a cash reserve with Crestmark in an amount as determined by Crestmark in its sole discretion. E. To comply with the Financial Covenants described in the Schedule (if applicable). F. To maintain insurance on its business activities in such amount and in such form as Crestmark may from time to time require, and with respect to such insurance if so designated, Crestmark shall be named as “"Lender Loss Payee” " under the policy and receive evidence of the insurance. All insurance which protects Crestmark shall have at least a 30-day notice to Crestmark prior to any cancellation. With respect to the insurance, Borrower appoints Crestmark as its attorney-in-fact to negotiate any and all claims under all insurance policies and Crestmark also has the power to negotiate any payments on the insurance policies. Required insurance is listed on the Schedule. G. To comply with all laws, ordinances and regulations or other requirements of any governmental authority or agency applicable to Borrower’s 's business. H. To maintain and preserve all Collateral in good repair, working order and condition, and with respect to accounts, pursue collections thereof. I. To provide Crestmark with evidence of ownership of any Collateral upon the request of Crestmark. J. To maintain a Loan Amount balance which shall not exceed the sum of Eligible Collateral times the corresponding Advance Rate.

BORROWER’S PROMISES. Borrower makes the following promises to Crestmark and these promises are effective until the Obligations are Indebtedness is fully paid: A. To pay all Obligations Indebtedness when due and perform all terms, conditions and obligations of the Loan Documents. B. To permit Crestmark, or its representatives, access to the Collateral on Borrower’s premises and to Borrower’s computer systems, books of account and financial records. Borrower will pay the cost of Field Examinations as specified in the Schedule. C. To notify Crestmark promptly of any litigation, administrative or tax proceeding or other action threatened or instituted against the Borrower or Guarantor or its property, or of any other material matter which may adversely affect Borrower’s financial condition. The amount of claims as to which Borrower must notify Crestmark is specified in the Schedule as the “Borrower Claims Threshold”Schedule. D. To pay when due all taxes, assessments and governmental charges, provided that the Borrower has the right to contest the same as long as it has a has, in the opinion of Crestmark, sufficient cash reserve with Crestmark in an amount as determined by Crestmark in its sole discretionreserves to pay the charge when due. E. To comply maintain its business by complying with the Financial Covenants described in the Schedule (if applicable)Schedule. F. To maintain property and liability insurance on its business activities in such amount and in such form as Crestmark may from time to time require, and with respect to such insurance if so designatedinsurance, Crestmark shall be named as “Lender Loss Payee” under the property policy and additional insured under the liability policy and receive evidence of the insurance on an annual basis, as well as workers’ compensation insurance in such amount and in such form as Crestmark may from time to time require, and with respect to such workers’ compensation insurance, Crestmark shall be named as “Certificate Holder” under the policy and receive evidence of the insurance on an annual basis. All insurance which protects Crestmark shall have at least a 30-day notice to Crestmark prior to any cancellation. With respect to the insurance, Borrower appoints Crestmark as its attorney-in-fact to negotiate any and all claims under all insurance policies and Crestmark also has the power to negotiate any payments on the insurance policies.. Further, Borrower shall at all times maintain workers’ compensation G. To comply with all laws, ordinances and regulations or other requirements of any governmental authority or agency applicable to Borrower’s business. H. To maintain and preserve all Collateral in good repair, working order and condition, and with respect to accounts, pursue collections thereof. I. To provide Crestmark with evidence of ownership of any Collateral upon the request of CrestmarkCollateral. J. To maintain a Loan Amount balance provide Crestmark, promptly after the sending or filing thereof, copies of all proxy statements, financial statements and reports which shall not exceed GEE or any subsidiary sends to its stockholders, and copies of all regular, periodic and special reports, and all registration statements which GEE or any subsidiary files with the sum United States Securities and Exchange Commission (“SEC”) or any governmental authority which may be substituted therefore, or with any national security exchange. K. To provide Crestmark, immediately upon receipt, with copies of Eligible Collateral times any notice received from the corresponding Advance RateSEC or any state securities authority, taking or threatening to take any action against GEE.

BORROWER’S PROMISES. Borrower makes the following promises to Crestmark and these promises are effective until the Obligations are fully paid: A. To pay all Obligations when due and perform all terms, conditions and obligations of the Loan Documents. B. To permit Crestmark, or its representatives, access to the Collateral on Borrower’s 's premises and to Borrower’s 's computer systems, books of account and financial records. Borrower will pay the cost of Field Examinations as specified in the Schedule. C. To notify Crestmark promptly of any litigation, administrative or tax proceeding or other action threatened or instituted against Borrower or Guarantor or its property, or of any other material matter which may adversely affect Borrower’s 's financial condition. The amount of claims as to which Borrower must notify Crestmark is specified in the Schedule as the “Borrower Claims Threshold”. D. To pay when due all taxes, assessments and governmental charges, provided that Borrower has the right to contest the same as long as it has a cash reserve with Crestmark in an amount as determined by Crestmark in its sole discretion. E. To comply with the Financial Covenants described in the Schedule (if applicable). F. To maintain insurance on its business activities in such amount and in such form as Crestmark may from time to time require, and with respect to such insurance if so designated, Crestmark shall be named as “"Lender Loss Payee” " under the policy and receive evidence of the insurance. All insurance which protects Crestmark shall have at least a 30-day notice to Crestmark prior to any cancellation. With respect to the insurance, Borrower appoints Crestmark as its attorney-in-fact to negotiate any and all claims under all insurance policies and Crestmark also has the power to negotiate any payments on the insurance policies. G. To comply with all laws, ordinances and regulations or other requirements of any governmental authority or agency applicable to Borrower’s 's business. H. . H To maintain and preserve all Collateral in good repair, working order and condition, and with respect to accountsAccounts, pursue collections thereof. I. To provide Crestmark with evidence of ownership of any Collateral upon the request of Crestmark. J. To maintain a Loan Amount balance which shall not exceed the sum of Eligible Collateral times the corresponding rate in the Advance RateFormula.

BORROWER’S PROMISES. Borrower makes the following promises to Crestmark and these promises are effective until the Obligations are fully paid: A. To pay all Obligations when due and perform all terms, conditions and obligations of the Loan Documents. B. To permit Crestmark, or its representatives, access to the Collateral on Borrower’s premises or wherever collateral is located and to Borrower’s computer systems, books of account and financial records. Borrower will pay the cost of Field Examinations as specified in the Schedule.. THE SINGING MACHINE COMPANY, INC. 7 v3 C. To notify Crestmark promptly of any litigation, administrative or tax proceeding or other action threatened or instituted against Borrower or Guarantor or its property, or of any other material matter which may adversely affect Borrower’s financial condition. The amount of claims as to which Borrower must notify Crestmark is specified in the Schedule as the “Borrower Claims Threshold”. D. To pay when due all taxes, assessments and governmental charges, provided that Borrower has the right to contest the same as long as it has a cash reserve with Crestmark in an amount as determined by Crestmark in its sole discretion. E. To comply with the Financial Covenants described in the Schedule (if applicable). F. To maintain insurance on its business activities in such amount and in such form as Crestmark may from time to time require, and with respect to such insurance if so designated, Crestmark shall be named as “Lender Loss Payee” under the policy and receive evidence of the insurance. All insurance which protects Crestmark shall have at least a 30-day notice to Crestmark prior to any cancellation. With respect to the insurance, Borrower appoints Crestmark as its attorney-in-fact exercisable after an event of Default to negotiate any and all claims under all insurance policies and Crestmark also has the power to negotiate any payments on the insurance policies. Required insurance is listed on the Schedule. G. To comply with all laws, ordinances and regulations or other requirements of any governmental authority or agency applicable to Borrower’s business. H. To maintain and preserve all Collateral in good repair, working order and condition, and with respect to accounts, pursue collections thereof. I. To provide Crestmark with evidence of ownership of any Collateral upon the request of Crestmark. J. To maintain a Loan Amount balance which shall not exceed the sum of Eligible Collateral times the corresponding Advance Rate. K. To immediately reduce the Obligations to the applicable Maximum Amount on the date that the Maximum Amount changes.