Common use of Special Warranties and Covenants of the Pledgors Clause in Contracts

Special Warranties and Covenants of the Pledgors. Each Pledgor hereby warrants and covenants to the Secured Parties with respect to the Pledged Collateral for which it is the “Pledgor,” as set forth on Schedules I and II, that: (a) The Pledged Collateral is duly and validly pledged with the Administrative Agent for the benefit of the Secured Parties in accordance with law, the Administrative Agent for the benefit of the Secured Parties has a First Priority security interest in such Pledged Collateral, and each Pledgor warrants and will defend the Secured Parties’ right, title and security interest in and to the Pledged Collateral against the claims and demands of all Persons whomsoever. (b) Each Pledgor has good title to the Pledged Collateral, free and clear of all Liens, except as expressly set forth in or permitted under the Credit Agreement. (c) All of the Pledged Equity has been duly and validly issued and is fully paid and nonassessable. (d) The Pledged Equity constitutes the amount and percentage of partnership interests, limited liability company interests or shares, as applicable, of the presently issued and outstanding partnership interests, limited liability company interests or capital stock of the Listed Companies, as applicable, as set forth on Schedule I. (e) If any additional partnership interests, limited liability company interests or shares of capital stock of any class of the Listed Companies or if any promissory notes of the Listed Companies or other securities of the Listed Companies are acquired by any Pledgor after the date hereof, the same shall constitute Pledged Collateral and shall be deposited with and pledged to the Administrative Agent for itself and for the benefit of the other Secured Parties as provided in Section 2 hereof simultaneously with such acquisition. The Pledgors will promptly notify the Administrative Agent of the date and amount of any loans made from time to time by the Pledgors to the Listed Companies as permitted by the Credit Agreement. (f) No Pledgor will sell, convey or otherwise dispose of any of the Pledged Collateral, nor will any Pledgor create, incur or permit to exist any Lien with respect to any of the Pledged Collateral or the proceeds thereof, other than Liens with respect to the Pledged Collateral created hereby or Liens which are otherwise permitted under the Loan Documents and except as permitted by the Credit Agreement. (g) If any additional partnership interests, limited liability company interests or shares of capital stock of any class of the Listed Companies are issued, any such partnership interests, limited liability company interests or additional shares of capital stock shall be deposited with and pledged to the Administrative Agent for itself and for the benefit of the other Secured Parties simultaneously with such issuance as provided in Section 2 hereof. (h) The Pledged Notes evidence the amount of outstanding indebtedness for money borrowed of the respective issuers thereof indicated on Schedule II hereto. (i) If any additional promissory notes are acquired by any Pledgor from the issuers of the Pledged Notes or any other Person, the same shall constitute Pledged Notes and Pledged Collateral and shall be deposited with and pledged to the Administrative Agent for itself and the benefit of the other Secured Parties as provided in Section 2 hereof simultaneously with such acquisition. Upon the request of the Administrative Agent, the Pledgors will promptly notify the Administrative Agent of any loans made from time to time to such issuers as permitted by the Credit Agreement.

Special Warranties and Covenants of the Pledgors. Each Pledgor The Pledgors hereby warrants jointly and covenants severally warrant and covenant to the Secured Parties with respect Agent and to Xxxxxxxx, the Pledged Collateral for which it is the “Pledgor,” as set forth on Schedules I Xxxxxxxx Trust, and II, Xxxxxx that: (a) The Pledged Collateral is duly and validly pledged with to the Administrative Agent for the benefit of the Secured Parties in accordance with law, law and the Administrative Agent for the benefit of the Secured Parties has a First Priority security interest in such Pledged Collateral, and each Pledgor warrants Pledgors warrant and will defend the Secured Parties’ Agent’s right, title title, and security interest in and to the Pledged Collateral against the claims and demands of all Persons whomsoeverpersons whatsoever. (b) This Agreement and the delivery of the Pledged Collateral to the Agent create a perfected first priority security interest in all of the Pledged Collateral in favor of the (c) Agent securing payment of the Secured Obligations, and all actions that the Agent required, or hereafter requires, of the Pledgors necessary to achieve such perfection have been, and will be, taken. (d) Each Pledgor has good and valid title to the its Pledged Collateral, Collateral free and clear of all Liensclaims, mortgages, pledges, liens, security interests, and other encumbrances of every nature whatsoever, except as expressly set forth only for the pledge and security interest in or permitted under favor of the Credit Agent created by this Agreement. (ce) All of the Pledged Equity Stock has been duly and validly issued to the applicable Pledgor and is fully paid and nonassessable. (df) The Pledged Equity Stock constitutes the amount and percentage of partnership interests, limited liability company interests or shares, as applicable, all of the presently issued and outstanding partnership interests, limited liability company interests or capital stock of each of the Listed Companies, as applicable, as set forth on Schedule I.Pledged Stock Issuers issued to the Pledgors. (eg) If any additional partnership interests, limited liability company interests or shares of capital stock stock, of any class class, of any of the Listed Companies or if any promissory notes of the Listed Companies Pledged Stock Issuers or other securities or interests of any of the Listed Companies Pledged Stock Issuers are acquired by any Pledgor after the date hereof, the same shall constitute Pledged Collateral and shall be deposited with and pledged to with the Administrative Agent for itself and for the benefit of the other Secured Parties as provided in Section 2 hereof simultaneously with such acquisition. The Pledgors will promptly notify the Administrative Agent of the date . (h) If at any time and amount of any loans made from time to time by any Pledged Collateral consists of an uncertificated security or a security in book entry form, then the Pledgors applicable Pledged Stock Issuer shall immediately register or enter the Pledged Collateral, as the case may be, in the name of the Agent or otherwise cause the Agent’s security interest thereon to the Listed Companies as permitted by the Credit Agreementbe perfected in accordance with applicable law. (fi) No Each Pledgor has taken all steps it deems necessary or appropriate to be informed on a continuing basis of changes or potential changes, if any, affecting the Pledged Collateral (including rights of conversion and exchange, rights to subscribe, payment of dividends, reorganizations or recapitalization, tender offers, and voting rights), and each Pledgor agrees that the Agent shall have no responsibility or liability for informing such Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto. (j) All information herein or hereafter supplied to the Agent by or on behalf of the Pledgors in writing with respect to the Pledged Collateral is, or in the case of information hereafter supplied will be, accurate and complete in all material respects. (k) The Pledgors will not sell, convey convey, or otherwise dispose of any of the Pledged Collateral, nor will any Pledgor the Pledgors create, incur incur, or permit to exist any Lien pledge, mortgage, lien, charge, encumbrance, or security interest whatsoever with respect to any of the Pledged Collateral or the proceeds thereofCollateral, other than Liens with respect to liens on and security interests in the Pledged Collateral created hereby or Liens which are otherwise permitted under in favor of the Loan Documents and except as permitted Agent by the Credit this Agreement. (gl) If any additional partnership interests, limited liability company interests The Pledgors will not consent to or shares of capital stock approve the issuance of any class of the Listed Companies are issued, any such partnership interests, limited liability company interests or additional shares of capital stock, of any class, of any of the Pledged Stock Issuers if such issuance would violate the terms of the Security Agreement or would cause a default or Event of Default under the Notes or the Security Agreement and, in the event that any such additional shares of capital (m) stock are issued to any Pledgor, they shall be deposited with and pledged to with the Administrative Agent for itself and for the benefit of the other Secured Parties simultaneously with such issuance as provided in Section 2 hereofissuance. (hn) The Pledged Notes evidence Neither the amount of outstanding indebtedness for money borrowed pledge of the respective issuers thereof indicated on Schedule II heretoPledged Collateral pursuant to this Agreement nor the extensions of credit represented by the Secured Obligations violates any of Regulation T, U, or X of the Board of Governors of the Federal Reserve System. (io) If any additional promissory notes are acquired by any Pledgor from the issuers The chief executive office of the Pledged Notes Pledgors are located, respectively, at 0000 Xxxx Xxxxx, Xxxxxxxxxx, Xxxx 00000. No Pledgor will change its jurisdiction of incorporation or any other Person, the same shall constitute Pledged Notes and Pledged Collateral and shall be deposited with and pledged to location of its chief executive office without providing the Administrative Agent for itself and the benefit of the other Secured Parties as provided in Section 2 hereof simultaneously with such acquisition. Upon the request of the Administrative Agent, the Pledgors will promptly notify the Administrative Agent of any loans made from time to time to such issuers as permitted by the Credit Agreement30 days advance written notice.

Special Warranties and Covenants of the Pledgors. Each Pledgor hereby warrants and covenants to the Secured Parties Lender with respect to the Pledged Collateral for which it is the “"Pledgor,” " as set forth on Schedules SCHEDULE I and or SCHEDULE II, as applicable, that: (a) The Pledged Collateral is duly and validly pledged with the Administrative Agent for the benefit of the Secured Parties Lender in accordance with law, the Administrative Agent for the benefit upon delivery of the Secured Parties has applicable stock certificates and/or instruments, the Lender will have a First Priority security interest in such Pledged Collateral, and each Pledgor warrants and will defend the Secured Parties’ Lender's right, title and security interest in and to the Pledged Collateral against the claims and demands of all Persons whomsoever. (b) Each Pledgor has good title to the Pledged Collateral, free and clear of all Liens, except as expressly set forth in or permitted under the Credit Agreement. (c) All of the Pledged Equity has been been, to the knowledge of the Pledgors, duly and validly issued and is fully paid and nonassessable. (d) The Pledged Equity constitutes the amount and percentage of partnership interests, limited liability company interests or shares, as applicable, shares of the presently issued and outstanding partnership interests, limited liability company interests or capital stock of the Listed Companies, as applicable, Companies as set forth on Schedule SCHEDULE I. (e) If any additional partnership interests, limited liability company interests or shares of capital stock of any class of the Listed Companies or if any promissory notes of the Listed Companies or other securities of the Listed Companies are acquired by any Pledgor after the date hereof, the same shall constitute Pledged Collateral and shall be deposited with and pledged to the Administrative Agent for itself and for the benefit of the other Secured Parties Lender as provided in Section 2 hereof simultaneously with such acquisition. The Pledgors will promptly notify the Administrative Agent Lender of the date and amount of any loans made from time to time by the Pledgors to the Listed Companies as permitted by the Credit Agreement. (f) No Pledgor will sell, convey or otherwise dispose of any of the Pledged Collateral, nor will any Pledgor create, incur or permit to exist any Lien with respect to any of the Pledged Collateral or the proceeds thereof, other than Liens with respect to the Pledged Collateral created hereby or Liens which are otherwise permitted under the Loan Documents and except as permitted by the Credit Agreement. (g) If No Pledgor will consent to or approve the issuance of any additional partnership interests, limited liability company interests or shares of capital stock of any class of the Listed Companies are issuedCompanies, except for the issuance of additional shares of capital stock to such Pledgor as permitted by and in accordance with the terms of the Credit Agreement, provided that any such partnership interests, limited liability company interests or additional shares of capital stock shall be deposited with and pledged to the Administrative Agent for itself and for the benefit of the other Secured Parties Lender simultaneously with such issuance as provided in Section 2 hereof. (h) The Pledged Notes evidence the amount of outstanding indebtedness for money borrowed of the respective issuers thereof indicated on Schedule SCHEDULE II hereto. (i) If any additional promissory notes are acquired by any Pledgor from the issuers of the Pledged Notes or any other Person, the same shall constitute Pledged Notes and Pledged Collateral and shall be deposited with and pledged to the Administrative Agent for itself and the benefit of the other Secured Parties Lender as provided in Section 2 hereof simultaneously with such acquisition. Upon the request of the Administrative Agent, the The Pledgors will promptly notify the Administrative Agent Lender of any loans made from time to time to such issuers as permitted by the Credit Agreement.

Special Warranties and Covenants of the Pledgors. Each Pledgor The Pledgors hereby warrants warrant and covenants covenant to the Secured Parties with respect to the Pledged Collateral for which it is the “Pledgor,” as set forth on Schedules I and II, that: (a) The Pledged Collateral of Mexican Subsidiaries is duly and validly pledged with to the Administrative Collateral Agent, in favor of the Collateral Agent for the benefit of the Secured Parties in accordance with law, the Administrative Agent for the benefit of the Secured Parties has a First Priority security interest in such Pledged CollateralParties, and each Pledgor warrants and will defend the Secured Parties’ right, title and security interest in and to the Pledged Collateral Agent against the all claims and demands of all Persons whomsoever. (b) Each Pledgor has The Pledgors have good title to the Pledged CollateralCollateral of Mexican Subsidiaries, free and clear of all Liens, Liens of every nature whatsoever except as expressly set forth in or permitted under the Credit Agreement. (c) All of the Pledged Equity Collateral of Mexican Subsidiaries has been duly and validly issued and is fully paid and nonassessable. (d) The Pledged Equity constitutes the amount and percentage of partnership interests, limited liability company interests or shares, as applicable, of the presently issued and outstanding partnership interests, limited liability company interests or capital stock of the Listed Companies, as applicable, as set forth on Schedule I. (e) If any additional partnership interests, limited liability company interests or shares share of capital stock of any class of the Listed Companies Mexican Subsidiaries or if any promissory notes of the Listed Companies Mexican Subsidiaries or other securities of the Listed Companies Mexican Subsidiaries are acquired by any Pledgor after the date hereof, the same shall constitute Pledged Collateral of Mexican Subsidiaries and shall be deposited with and pledged to the Administrative Collateral Agent for itself and for the benefit of the other Secured Parties as provided in Section 2 Article II hereof simultaneously with such acquisition; provided, however, that such Pledge shall be constituted in the current pledge proportion, that is: 324:500 (Number of Shares that are to be pledged of each of the Mexican Subsidiary versus Number of Outstanding Shares Capital Stock of each of the Mexican Subsidiaries). The Pledgors will promptly notify the Administrative Collateral Agent of the date and amount of any loans made from time to time by the Pledgors either Pledgor to the Listed Companies Mexican Subsidiaries as permitted by the Credit Agreement. (fe) No Pledgor will sell, convey or otherwise dispose of any of the Pledged CollateralPledge Stock of the Mexican Subsidiaries, nor will any Pledgor create, incur or permit to exist any Lien whatsoever with respect to any of the Pledged Collateral or the proceeds thereofof Mexican Subsidiaries, other than Liens with respect to on or in the Pledged Collateral of Mexican Subsidiaries created hereby or Liens which are otherwise required or permitted under the Loan Documents and except as permitted by the Credit Agreement. (gf) If Neither Pledgor will consent to or approve the issuance of any additional partnership interests, limited liability company interests or shares share of capital stock of any class of the Listed Companies are issuedMexican Subsidiaries, except for the issuance of additional shares of capital stock to the Pledgors as permitted by and in accordance with the terms of the Credit Agreement, provided that any such partnership interests, limited liability company interests or additional shares of capital stock shall be deposited with and pledged to the Administrative Collateral Agent for itself and for the benefit of the other Secured Parties simultaneously with such issuance as provided in Section 2 Article II and Article IV (d) hereof. (hg) The Pledged Notes Debt Documents of the Mexican Subsidiaries evidence the amount of outstanding indebtedness for money borrowed of the respective issuers thereof indicated on Schedule II hereto. (ih) If any additional promissory notes instruments, agreements or other documents are acquired by either Pledgor evidencing any Pledgor from the issuers of the Pledged Notes or any other Personadditional indebtedness owing to either Pledgor, the same shall constitute a part of the Pledged Notes Debt Documents of the Mexican Subsidiaries and Pledged Collateral of the Mexican Subsidiaries and shall be deposited with and pledged to the Administrative Collateral Agent for itself and for the benefit of the other Secured Parties as provided in Section 2 Article II and Article IV (d) hereof simultaneously with such acquisition. Upon the request of the Administrative Agent, the Pledgors will promptly notify the Administrative Agent of any loans made from time to time to such issuers as permitted by the Credit Agreement.

Special Warranties and Covenants of the Pledgors. Each Pledgor The Pledgors hereby warrants warrant and covenants covenant to the Secured Parties with respect to the Pledged Collateral for which it is the “Pledgor,” as set forth on Schedules I and II, that: (a) The Pledged Collateral is duly and validly pledged with the Administrative Agent for the benefit of to the Secured Parties in accordance with law, the Administrative Agent for the benefit of the Secured Parties has a First Priority security interest in such Pledged Collateral, and each Pledgor warrants and will defend the Secured Parties’ ' right, title and security interest in and to the Pledged Collateral against the claims and demands of all Persons whomsoever. (b) Each Pledgor has The Pledgors have good title to the Pledged Collateral, free and clear of all Liens, Liens of every nature whatsoever except as expressly set forth in or permitted under the Credit Agreement. (c) All of the Pledged Equity Stock has been duly and validly issued and is fully paid and nonassessable. (d) The Pledged Equity constitutes the amount and percentage of partnership interests, limited liability company interests or shares, as applicable, of the presently issued and outstanding partnership interests, limited liability company interests or capital stock of the Listed Companies, as applicable, as set forth on Schedule I. (e) If any additional partnership interests, limited liability company interests or shares of capital stock of any class of the Listed Companies or if any promissory notes of the Listed Companies or other securities of the Listed Companies are acquired by any Pledgor after the date hereof, the same shall constitute Pledged Collateral and shall be deposited with and pledged to the Administrative Collateral Agent for itself and for the benefit of the other Secured Parties as provided in Section 2 hereof simultaneously with such acquisition. The Pledgors will promptly notify the Administrative Collateral Agent of the date and amount of any loans made from time to time by the Pledgors either Pledgor to the Listed Companies as permitted by the Credit Agreement. (fe) No Pledgor will sell, convey or otherwise dispose of any of the Pledged Collateral, nor will any Pledgor create, incur or permit to exist any Lien whatsoever with respect to any of the Pledged Collateral or the proceeds thereof, other than Liens with respect to on or in the Pledged Collateral created hereby or Liens which are otherwise required or permitted under the Loan Documents and except as permitted by the Credit Agreement. (gf) If Neither Pledgor will consent to or approve the issuance of any additional partnership interests, limited liability company interests or shares of capital stock of any class of the Listed Companies are issuedCompanies, except for the issuance of additional shares of capital stock to the Pledgors as permitted by and in accordance with the terms of the Credit Agreement, provided that any such partnership interests, limited liability company interests or additional shares of capital stock shall be deposited with and pledged to the Administrative Collateral Agent for itself and for the benefit of the other Secured Parties simultaneously with such issuance as provided in Section 2 hereof. (hg) The Pledged Notes Debt Documents evidence the amount of outstanding indebtedness for money borrowed of the respective issuers thereof indicated on Schedule II hereto. (ih) If any additional promissory notes instruments, agreements or other documents are acquired by either Pledgor evidencing any Pledgor from the issuers of the Pledged Notes or any other Personadditional indebtedness owing to either Pledgor, the same shall constitute a part of the Pledged Notes Debt Documents and Pledged Collateral and shall be deposited with and pledged to the Administrative Collateral Agent for itself and for the benefit of the other Secured Parties as provided in Section 2 hereof simultaneously with such acquisition. Upon the request of the Administrative Agent, the The Pledgors will promptly notify the Administrative Collateral Agent of any loans made from time to time to such issuers by either Pledgor as permitted by the Credit Agreement. (i) Notwithstanding anything to the contrary contained herein or in the Credit Agreement, none of the shares of Cortelco Systems, Inc. held by CMC as of the date of this Pledge Agreement (the "Cortelco Shares") shall be required to be pledged to the Collateral Agent under this Pledge Agreement and CMC is hereby authorized to sell or otherwise dispose of the Cortelco Shares at any time within 60 days of the date hereof. In the event that CMC has not sold or otherwise disposed of the Cortelco Shares within 60 days of the date hereof, upon the written request of the Collateral Agent, CMC shall use its best efforts to take all such actions as the Collateral Agent shall reasonably require to cause the Cortleco Shares to be pledged to the Collateral Agent pursuant to the terms of this Pledge Agreement.

Special Warranties and Covenants of the Pledgors. Each Pledgor hereby warrants and covenants for itself to the Secured Parties with respect to the Pledged Collateral for which it is the “Pledgor,” as set forth on Schedules I Party and II, each Lender that: (a) The Pledged Collateral is duly and validly pledged with the Administrative Agent Secured Party, for the benefit of the Secured Parties Credit Parties, in accordance with law, the Administrative Agent for the benefit of the Secured Parties has a First Priority security interest in law and such Pledged Collateral, and each Pledgor warrants and will defend the Secured Parties’ Party's right, title and security interest in and to the such Pledged Collateral against the claims and demands of all Persons persons whomsoever. (b) Each Pledgor has good title to the Pledged Collateral, free and clear of all Liensclaims, mortgages, pledges, and Liens except as may be expressly set forth in or and permitted under the Credit Agreement. (c) All of the Pledged Equity Stock has been duly and validly issued and is fully paid and nonassessable. (d) The Pledged Equity constitutes the amount and percentage of partnership interests, limited liability company interests or shares, as applicable, As of the presently Effective Date, the Pledged Stock and Pledged Warrants constitute all of the issued and outstanding partnership interests, limited liability company interests or capital stock and warrants of the Listed CompaniesBorrower issued to any Pledgor. The Pledged Notes constitute all promissory notes, as applicable, as set forth on Schedule I.instruments or other evidences of Indebtedness of any kind or nature payable to any Pledgor by the Borrower. (e) To the extent expressly permitted under the Credit Agreement, the Pledgors may transfer, sell or otherwise dispose of all or a portion of the Pledged Collateral, but only on the condition that a transferee of the Pledged Collateral first becomes a party hereto; provided, however, that in the event that there shall exist an Event of Default under the Credit Agreement on account of the Borrower's failure to pay principal or interest on any Note when the same is due and payable (whether at maturity, upon acceleration or otherwise) or on account of the Borrower's failure to perform or comply with any covenant or term contained in Sections 8.16 or 8.17 of the Credit Agreement, and such Event of Default shall be continuing after applicable grace and cure periods, the Pledgors may not transfer any of the Pledged Collateral without the prior written consent of the Lenders, which consent shall not be unreasonably withheld or delayed. (f) If any additional partnership interests, limited liability company interests or shares of capital stock of any class Capital Stock of the Listed Companies Borrower or if any promissory notes or other evidence of Indebtedness of the Listed Companies Borrower or other securities Capital Stock of the Listed Companies are Borrower is acquired by any Pledgor after the date hereofhereof whether pursuant to option agreements or otherwise, the same shall constitute Pledged Collateral and shall be deposited with and pledged to with the Administrative Agent for itself and Secured Party, for the benefit of the other Secured Parties Credit Parties, as provided in Section 2 1 hereof simultaneously with such acquisition. The Pledgors Each Pledgor will promptly notify the Administrative Agent Secured Party of the date and amount of any loans made from time to time by the Pledgors Pledgor to the Listed Companies as permitted by the Credit AgreementBorrower. (fg) No Pledgor The Pledgors will sell, convey or otherwise dispose of any of the Pledged Collateral, nor will any Pledgor not create, incur or permit to exist any Lien or any security interest whatsoever with respect to any of the Pledged Collateral or the proceeds thereof, other than Liens with respect to on and security interests in the Pledged Collateral created hereby or Liens which are otherwise expressly permitted under the Loan Documents and except as permitted by the Credit Agreement. (gh) If The Pledgors will not consent to or approve the issuance of any additional partnership interests, limited liability company interests or shares of capital stock of any class of the Listed Companies Borrower, except pursuant to warrants, options or other instruments exercisable or convertible into capital stock of the Borrower which are issuedoutstanding as of the Effective Date or subsequent options granted to employees or granted under the Option Plans, or except as may be expressly permitted by and in accordance with the terms of the Credit Agreement, provided that any such partnership interests, limited liability company interests or additional shares of capital stock issued to any of the Pledgors shall be deposited with and pledged to with the Administrative Agent for itself and for the benefit of the other Secured Parties Party simultaneously with such issuance as provided in Section 2 1 hereof. (h) The Pledged Notes evidence the amount of outstanding indebtedness for money borrowed of the respective issuers thereof indicated on Schedule II hereto. (i) If any additional promissory notes are acquired Each Pledgor has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by any each Pledgor, the performance by each Pledgor from of its obligations hereunder, and the issuers consummation by each Pledgor of the Pledged Notes or any other Persontransactions contemplated hereby have been duly authorized by all requisite action on the part of each Pledgor. This Pledge Agreement has been duly executed and delivered by each Pledgor, the same shall constitute Pledged Notes and Pledged Collateral (assuming due authorization, execution and shall be deposited with and pledged to the Administrative Agent for itself and the benefit of the other Secured Parties as provided in Section 2 hereof simultaneously with such acquisition. Upon the request of the Administrative Agent, the Pledgors will promptly notify the Administrative Agent of any loans made from time to time to such issuers as permitted delivery by the Credit AgreementSecured Party) this Agreement constitutes the legal, valid and binding obligation of each Pledgor, enforceable against such Pledgor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors rights generally and by general equity principles (whether enforcement is sought at law or in equity).