Common use of Status of Accounts and Other Collateral Clause in Contracts

Status of Accounts and Other Collateral. With respect to any Account of any Borrower Party that is included by the Borrower Parties as an Eligible Account in the calculation of the Borrowing Base, each Borrower Party covenants, represents and warrants: (a) such Borrower Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of Agent for the benefit of Agent and the Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each such Account shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Borrower Party; (c) no such Account shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Borrower Party’s business and as otherwise disclosed to Agent; (d) none of the transactions underlying or giving rise to any such Account shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Borrower Party at or before the time such Account is created; (f) all agreements, instruments and other documents relating to any Account shall be true and correct and in all material respects what they purport to be; (g) such Borrower Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as Agent shall reasonably require; (h) such Borrower Party shall promptly notify Agent if any Account arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps reasonably required by Agent in order that all monies due or to become due under any such contract shall be assigned to Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (i) such Borrower Party will, immediately upon learning thereof, report to Agent any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (j) if any amount payable under or in connection with any such Account is evidenced by a promissory note or other instrument, such promissory note or instrument shall be promptly pledged, endorsed, assigned and delivered to Agent for the benefit of Agent and the Lenders as additional Collateral; and (k) such Borrower Party is not and shall not be entitled to pledge Agent’s or any Lender’s credit on any purchases or for any purpose whatsoever.

Status of Accounts and Other Collateral. With respect to any Account of any Borrower Domestic Loan Party or any Canadian Borrowing Base Guarantor that is included by the Borrower Parties Borrowers as an Eligible Account in the calculation of the Borrowing Base, each Borrower Domestic Loan Party covenants, represents and warrants: (a) such Borrower Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Collateral Agent and the Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each such Account shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Borrower Loan Party; (c) no such Account shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Borrower Loan Party’s 's business and as otherwise disclosed to the Collateral Agent; (d) none of the transactions underlying or giving rise to any such Account shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Borrower Loan Party at or before the time such Account is created; (f) all agreements, instruments and other documents relating to any Account shall be true and correct and in all material respects what they purport to be; (g) such Borrower Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Collateral Agent shall reasonably require; (h) such Borrower Loan Party shall promptly notify the Collateral Agent if any Account arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps reasonably required by the Collateral Agent in order that all monies due or to become due under any such contract shall be assigned to the Collateral Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (i) such Borrower Loan Party will, immediately upon learning thereof, report to the Collateral Agent any material loss or destruction of, or substantial damage to, any of 100 the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (j) if any amount payable under or in connection with any such Account is evidenced by a promissory note or other instrument, such promissory note or instrument shall be promptly pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Collateral Agent and the Lenders as additional Collateral; and (k) such Borrower Loan Party is not and shall not be entitled to pledge any Collateral Agent’s 's or any Lender’s 's credit on any purchases or for any purpose whatsoever.

Status of Accounts and Other Collateral. With respect to any Account Collateral of any Borrower Loan Party that is included by at the Borrower Parties as an Eligible Account in time the calculation of the Borrowing BaseCollateral becomes subject to Agent's Lien, each Borrower Loan Party covenants, represents and warrants: (a) such Borrower Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of Agent for the benefit of Agent and the Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each such Eligible Account shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Borrower Loan Party; (c) no such Account shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Borrower Loan Party’s 's business and as otherwise disclosed to Agent; (d) none of the transactions underlying or giving rise to any such Account shall violate any applicable state State or federal Federal laws or regulations, and all documents relating thereto shall be legally sufficient enforceable under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Borrower Loan Party at or before the time such Account Receivable is created; (f) all agreements, instruments and other documents relating to any Account Receivable shall be true and correct and in all material respects what they purport to be; (g) such Borrower Loan Party shall maintain books and records pertaining to said the Collateral in such detail, form and scope as Agent shall reasonably require; (h) such Borrower Loan Party shall promptly immediately notify Agent if any Account Receivable arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps reasonably required by Agent in order that all monies due or to become due under any such contract shall be assigned to Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state State or local law; (i) such Borrower Loan Party will, immediately upon learning thereof, report to Agent any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility collectability of any of the Collateral; (j) if any amount payable under or in connection with any such Account Collateral is evidenced by a promissory note or other instrument, such promissory note or instrument shall be promptly immediately pledged, endorsed, assigned and delivered to Agent for the benefit of Agent and the Lenders as additional Collateral; and (k) such Borrower Loan Party is not and shall not be entitled to pledge Agent’s 's or any Lender’s 's credit on any purchases or for any purpose whatsoever.

Status of Accounts and Other Collateral. With respect to any Account Collateral of any Borrower Loan Party that is included by at the Borrower Parties as an Eligible Account in time the calculation of Collateral becomes subject to the Borrowing BaseCollateral Agent's Lien, each Borrower Loan Party covenants, represents and warrants: (a) such Borrower Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of Agent the Agents and the Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said CollateralCollateral except as otherwise permitted by Section 7.02(k); (b) each such Account shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Borrower Loan Party; (c) no such Account shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Borrower Loan Party’s 's business and as otherwise disclosed to Agentthe Agents; provided, that, no Event of Default shall have occurred under Section 9.01(b) if the Loan Parties' Accounts that are not in compliance with this Section 8.03(c) are in an aggregate amount not exceeding $250,000; (d) none of the transactions underlying or giving rise to any such Account shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Borrower Loan Party at or before the time such Account is created; (f) all agreements, instruments and other documents relating to any Account shall be true and correct and in all material respects what they purport to be; (g) such Borrower Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as Agent the Agents shall reasonably require; (h) such Borrower Loan Party shall promptly immediately notify Agent the Agents if any Account arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps reasonably required by Agent the Agents in order that all monies due or to become due under any such contract shall be assigned to the Collateral Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (i) such Borrower Loan Party will, immediately upon learning thereof, report to Agent the Agents any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (j) if any amount payable under or in connection with any such Account is evidenced by a promissory note or other instrument, such promissory note or instrument shall be promptly immediately pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of Agent the Agents and the Lenders as additional Collateral; and (k) such Borrower Loan Party shall conduct a physical count of its Inventory at such intervals as any Agent may reasonably request (which, in the absence of a continuing Event of Default, shall not be more frequent than annually) and such Loan Party shall promptly supply the Agents with a copy of such count accompanied by a report of the value (based on the lower of cost (on a first in first out basis) and market value) of such Inventory; and (l) such Loan Party is not and shall not be entitled to pledge any Agent’s 's or any Lender’s 's credit on any purchases or for any purpose whatsoever.

Status of Accounts and Other Collateral. With respect to any Account of any Borrower Domestic Loan Party that is included by the Borrower Parties Borrowers as an Eligible Account in the calculation of the Borrowing Base, each Borrower Domestic Loan Party covenants, represents and warrants: (a) such Borrower Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Agent and the Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each such Account shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Borrower Loan Party; (c) no such Account shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Borrower Loan Party’s 's business and as otherwise disclosed to the Agent; (d) none of the transactions underlying or giving rise to any such Account shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Borrower Loan Party at or before the time such Account is created; (f) all agreements, instruments and other documents relating to any Account shall be true and correct and in all material respects what they purport to be; (g) such Borrower Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Agent shall reasonably require; (h) such Borrower Loan Party shall promptly notify the Agent if any Account arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps reasonably required by the Agent in order that all monies due or to become due under any such contract 103 shall be assigned to the Collateral Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (i) such Borrower Loan Party will, immediately upon learning thereof, report to the Agent any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (j) if any amount payable under or in connection with any such Account is evidenced by a promissory note or other instrument, such promissory note or instrument shall be promptly pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Agent and the Lenders as additional Collateral; and (k) such Borrower Loan Party is not and shall not be entitled to pledge any Agent’s 's or any Lender’s 's credit on any purchases or for any purpose whatsoever.

Status of Accounts and Other Collateral. With respect to any Account of any Each Co-Borrower Party that is included by the Borrower Parties as an Eligible Account in the calculation of the Borrowing Base, each Borrower Party covenants, represents and warrantswarrants to the Administrative Agent and each Bank that: (a) such Borrower Party it shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Administrative Agent for the benefit or otherwise permitted hereunder, of Agent and the Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said CollateralCollateral owned by it; (b) each such Account shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor Customer therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold by such Co-Borrower, or work, labor and/or services theretofore rendered by such Borrower PartyCo-Borrower; (c) no such Account is or shall be subject to any defensedefenses, offset, counterclaim, discount or allowance (as of the time of its creation) except as may be stated in the invoice relating thereto, thereto or discounts and allowances as may be customary in such Borrower Party’s business and as otherwise disclosed to AgentCo-Borrower's business; (d) none of the transactions underlying or giving rise to any such Account shall violate any applicable state or federal laws or regulations, and all documents relating thereto to any Account shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which to the best of its knowledge, each Customer, guarantor or endorser with respect to any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Borrower Party at or before the time such Account is createdsolvent and will continue to be fully able to pay all Accounts on which it is obligated in full when due; (f) all agreements, instruments documents and other documents agreements relating to any Account Accounts shall be true and correct and in all material respects what they purport to be; (g) such Borrower Party to the best of its knowledge, all signatures and endorsements that appear on all documents and agreements relating to Accounts shall be genuine and all signatories and endorsers with respect thereto shall have full capacity to contract; (h) it shall maintain books and records pertaining to said the Collateral in such detail, form and scope as the Administrative Agent shall reasonably require; (hi) such Borrower Party shall promptly it will immediately notify the Administrative Agent if any Account arises accounts arise out of contracts with the United States of America or any Governmental Authoritydepartment, and agency or instrumentality thereof, and, if required by the Administrative Agent, will execute any instruments and take any steps reasonably required by the Administrative Agent in order that all monies due or to become due under any such contract shall be assigned to the Administrative Agent and notice thereof given to such Governmental Authority the United States Government under the Federal Assignment of Claims Act or any similar state or local lawAct; (ij) such Borrower Party it will, immediately upon learning thereof, report to the Administrative Agent any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (jk) if any amount amounts payable under or in connection with any such Account is evidenced by a promissory note or other instrument, as such terms are defined in the Uniform Commercial Code, such promissory note or instrument shall be promptly immediately pledged, endorsed, assigned and delivered to the Administrative Agent for the benefit of Agent and the Lenders as additional Collateral; (l) it shall not re-date any invoice or sale or make sales on extended dating beyond that customary in the industry; (m) it shall maintain compliance with its cycle-count program and shall deliver such reports to the Banks as provided in Section 9.08(b) hereof, and, if a Default or Event of Default shall have occurred and is continuing, it shall conduct such physical counts of its inventory as the Administrative Agent may request; (n) all inventory to the extent produced by the Co-Borrower's, or any of them, has been or will be produced in accordance with the federal Fair Labor Standards Act of 1938, as amended, and the rules, regulations and orders thereunder; and (ko) such Borrower Party it is not and nor shall not it be entitled to pledge Agent’s or any Lender’s the Banks' credit on any purchases or for any purpose whatsoever.

Status of Accounts and Other Collateral. With respect to any Account of any Borrower Party that is included by the Borrower Parties as an Eligible Account in the calculation of the Borrowing Base, each Borrower Party covenants, represents and warrants: (a) such Borrower Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of Agent for the benefit of Agent and the Lenders and Permitted Liens), and LEGAL_US_E # 82813718.8 shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each such Account shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Borrower Party; (c) no such Account shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Borrower Party’s business and as otherwise disclosed to Agent; (d) none of the transactions underlying or giving rise to any such Account shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Borrower Party at or before the time such Account is created; (f) all agreements, instruments and other documents relating to any Account shall be true and correct and in all material respects what they purport to be; (g) such Borrower Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as Agent shall reasonably require; (h) such Borrower Party shall promptly notify Agent if any Account arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps reasonably required by Agent in order that all monies due or to become due under any such contract shall be assigned to Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (i) such Borrower Party will, immediately upon learning thereof, report to Agent any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (j) if any amount payable under or in connection with any such Account is evidenced by a promissory note or other instrument, such promissory note or instrument shall be promptly pledged, endorsed, assigned and delivered to Agent for the benefit of Agent and the Lenders as additional Collateral; and (k) such Borrower Party is not and shall not be entitled to pledge Agent’s or any Lender’s credit on any purchases or for any purpose whatsoever.

Status of Accounts and Other Collateral. With respect to any Account of any Borrower Party that is included by the Borrower Parties as an Eligible Account or Eligible Export-Related Account in the calculation of the Aggregate Borrowing Base, each Borrower Party covenants, represents and warrants: (a) such Borrower Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of Agent for the benefit of Agent and the Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each such Account shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Borrower Party; (c) no such Account shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Borrower Party’s business and as otherwise disclosed to Agent; (d) none of the transactions underlying or giving rise to any such Account shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Borrower Party at or before the time such Account is created; (f) all agreements, instruments and other documents relating to any Account shall be true and correct and in all material respects what they purport to be; (g) such Borrower Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as Agent shall reasonably require; (h) such Borrower Party shall promptly notify Agent if any Account arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps reasonably required by Agent in order that all monies due or to become due under any such contract shall be assigned to Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (i) such Borrower Party will, immediately upon learning thereof, report to Agent any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (j) if any amount payable under or in connection with any such Account is evidenced by a promissory note or other instrument, such promissory note or instrument shall be promptly pledged, endorsed, assigned and delivered to Agent for the benefit of Agent and the Lenders as additional Collateral; and (k) such Borrower Party is not and shall not be entitled to pledge Agent’s or any Lender’s credit on any purchases or for any purpose whatsoever.

Status of Accounts and Other Collateral. With respect to any Account of any Borrower Domestic Loan Party that is included by the Borrower Parties Borrowers as an Eligible Account in the calculation of the Borrowing Base, each Borrower Domestic Loan Party covenants, represents and warrants: (a) such Borrower Loan Party shall be the sole owner, free and clear of all Liens (except for the Liens granted in the favor of the Collateral Agent for the benefit of the Collateral Agent and the Lenders and Permitted Liens), and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) each such Account shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold or services rendered by such Borrower Loan Party; (c) no such Account shall be subject to any defense, offset, counterclaim, discount or allowance except as may be stated in the invoice relating thereto, discounts and allowances as may be customary in such Borrower Loan Party’s 's business and as otherwise disclosed to the Collateral Agent; (d) none of the transactions underlying or giving rise to any such Account shall violate any applicable state or federal laws or regulations, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms; (e) no agreement under which any deduction or offset of any kind, other than normal trade discounts, may be granted or shall have been made by such Borrower Loan Party at or before the time such Account is created; (f) all agreements, instruments and other documents relating to any Account shall be true and correct and in all material respects what they purport to be; (g) such Borrower Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the Collateral Agent shall reasonably require; (h) such Borrower Loan Party shall promptly notify the Collateral Agent if any Account arises out of contracts with any Governmental Authority, and will execute any instruments and take any steps reasonably required by the Collateral Agent in order that all monies due or to become due under any such contract shall be assigned to the Collateral Agent and notice thereof given to such Governmental Authority under the Federal Assignment of Claims Act or any similar state or local law; (i) such Borrower Loan Party will, immediately upon learning thereof, report to the Collateral Agent any material loss or destruction of, or substantial damage to, any of the Collateral, and any other matters affecting the value, enforceability or collectibility of any of the Collateral; (j) if any amount payable under or in connection with any such Account is evidenced by a promissory note or other instrument, such promissory note or instrument shall be promptly pledged, endorsed, assigned and delivered to the Collateral Agent for the benefit of the Collateral Agent and the Lenders as additional Collateral; and (k) such Borrower Loan Party is not and shall not be entitled to pledge any Collateral Agent’s 's or any Lender’s 's credit on any purchases or for any purpose whatsoever.