Good Standing; Name Change Sample Clauses

Good Standing; Name Change. Location; Bailees. --------------------------------------------- (a) Promptly upon the demand of Secured Party, each Debtor shall provide to Secured Party a certificate of good standing from its state of incorporation, formation or organization. (b) Without limiting the prohibition on mergers involving the Debtors contained in the Term Note, no Debtor shall (i) reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof without the prior written consent of Secured Party, or (ii) otherwise change its name, identity or corporate structure. Each Debtor shall notify Secured Party promptly in writing prior to any change in the proposed use by such Debtor of any tradename or fictitious business name other than any such name set forth on Schedule II attached hereto. (c) Each Debtor shall keep the Collateral at the locations specified in Schedule I. Each Debtor shall give Secured Party thirty (30) day's prior written notice of any change in such Debtor's chief place of business or of any new location for any of the Collateral. (d) If any Collateral is at any time in the possession or control of any warehousemen, bailee, consignee or processor, the applicable Debtor shall, upon the request of Secured Party or its Representative, notify such warehousemen, bailee, consignee or processor of the Lien and security interest created hereby and shall instruct such Person to hold all such Collateral for Secured Party's account subject to Secured Party's instructions. (e) Each Debtor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of Secured Party and agrees that it shall not do so without the prior written consent of Secured Party, subject to such Debtor's rights under Section 9-509(d)(2) to the Uniform Commercial Code. (f) No Debtor shall enter into any Contract that restricts or prohibits the grant to Secured Party of a security interest in Accounts, Chattel Paper, Instruments or payment intangibles or the proceeds of the foregoing.