respect
thereto.
"Secured Obligations" means the collective reference to (1) the Obligations and
(2) all obligations and liabilities of Pledgor which may arise under or in
connection with this Agreement, whether on account of reimbursement obligations,
fees, indemnities, costs, expenses or otherwise (including, without limitation,
all fees and disbursements of counsel to Lender that are required to be paid by
Pledgor pursuant to the terms of this Agreement).
"SGI Entities" means the SGI Entities as such term is defined in the
Stockholders' Agreement.
(C)
THE WORDS "HEREOF," "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR
IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER TO THIS AGREEMENT AS A WHOLE AND
NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT, AND SECTION AND PARAGRAPH
REFERENCES ARE TO THIS AGREEMENT UNLESS OTHERWISE SPECIFIED.
(D)
THE MEANINGS GIVEN TO TERMS DEFINED HEREIN SHALL BE EQUALLY
APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
4
2.
GRANT OF PLEDGE
Pledgor hereby grants to the Pledgees first priority pledges (shichi-ken) in the
Collateral (including the Pledged Stock), as collateral security for the prompt
and complete payment and performance when due (whether at the stated maturity,
by acceleration or otherwise) of the Secured Obligations and hereby delivers to
NEC the share certificates representing all the Pledged Stock, which NEC shall
hold on behalf of the Pledgees.
3.
REPRESENTATIONS AND WARRANTIES
Pledgor represents and warrants that:
(A)
PLEDGOR'S EXACT LEGAL NAME AND JURISDICTION OF ORGANIZATION ARE AS
SET FORTH ON PAGE ONE HEREOF.
PLEDGOR HAS THE POWER AND AUTHORITY AND THE LEGAL
RIGHT TO EXECUTE AND DELIVER, TO PERFORM ITS OBLIGATIONS UNDER, AND TO GRANT THE
PLEDGES IN THE COLLATERAL PURSUANT TO, THIS AGREEMENT AND HAS TAKEN ALL
NECESSARY ACTION TO AUTHORIZE ITS EXECUTION, DELIVERY AND PERFORMANCE OF, AND
GRANT OF THE PLEDGES IN THE COLLATERAL PURSUANT TO, THIS AGREEMENT.
(B)
THIS AGREEMENT CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION
OF PLEDGOR, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, AND UPON DELIVERY TO NEC
OF THE STOCK CERTIFICATES EVIDENCING THE PLEDGED STOCK, THE PLEDGES CREATED
PURSUANT TO THIS AGREEMENT WILL CONSTITUTE VALID, FIRST PRIORITY PLEDGES IN THE
COLLATERAL, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS AGAINST ALL CREDITORS OF
PLEDGOR AND ANY PERSONS PURPORTING TO PURCHASE ANY COLLATERAL FROM PLEDGOR.
(C)
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT WILL NOT
VIOLATE ANY PROVISION OF ANY REQUIREMENT OF LAW OR ANY CONTRACTUAL OBLIGATION
OF, APPLICABLE TO OR BINDING ON PLEDGOR AND WILL NOT RESULT IN THE CREATION OR
IMPOSITION OF ANY LIEN ON ANY OF THE PROPERTIES OR REVENUES OF PLEDGOR PURSUANT
TO ANY SUCH REQUIREMENT OF LAW OR CONTRACTUAL OBLIGATION, EXCEPT THE PLEDGES
CREATED BY THIS AGREEMENT.
(D)
NO CONSENT OR AUTHORIZATION OF, FILING WITH, OR OTHER ACT BY OR IN
RESPECT OF, ANY ARBITRATOR, COURT OR GOVERNMENTAL AUTHORITY AND NO CONSENT OF
ANY OTHER PERSON (INCLUDING, WITHOUT LIMITATION, ANY STOCKHOLDER OR CREDITOR OF
PLEDGOR), IS REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY, PERFORMANCE,
VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT.
(E)
NO LITIGATION, INVESTIGATION OR PROCEEDING