OF OR BEFORE ANY
ARBITRATOR, COURT OR GOVERNMENTAL AUTHORITY IS PENDING OR, TO THE KNOWLEDGE OF
PLEDGOR, THREATENED BY OR AGAINST PLEDGOR OR AGAINST ANY OF ITS PROPERTIES OR
REVENUES WITH RESPECT TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY.
(F)
ALL THE SHARES OF THE PLEDGED STOCK HAVE BEEN DULY AND VALIDLY
ISSUED AND ARE FULLY PAID AND NONASSESSABLE.
5
(G)
PLEDGOR IS THE RECORD AND BENEFICIAL OWNER OF, AND HAS GOOD AND
MARKETABLE TITLE TO, THE PLEDGED STOCK, FREE OF ANY AND ALL LIENS OR OPTIONS IN
FAVOR OF, OR CLAIMS OF, ANY OTHER PERSON, EXCEPT THE PLEDGES CREATED BY THIS
AGREEMENT.
4.
COVENANTS
Pledgor covenants and agrees with the Pledgees from and after the date of this
Agreement until this Agreement is terminated and the pledges created hereby are
released:
(A)
IF PLEDGOR SHALL, AS A RESULT OF ITS OWNERSHIP OF ITS PLEDGED
STOCK OR OTHERWISE, BECOME ENTITLED TO RECEIVE OR SHALL RECEIVE ANY STOCK
CERTIFICATE (INCLUDING, WITHOUT LIMITATION, ANY CERTIFICATE REPRESENTING A STOCK
DIVIDEND OR A DISTRIBUTION IN CONNECTION WITH ANY RECLASSIFICATION, INCREASE OR
REDUCTION OF CAPITAL OR ANY CERTIFICATE ISSUED IN CONNECTION WITH ANY
REORGANIZATION), OPTION OR RIGHTS, WHETHER IN ADDITION TO, IN SUBSTITUTION OF,
AS A CONVERSION OF, OR IN EXCHANGE FOR ANY SHARES OF THE PLEDGED STOCK, OR
OTHERWISE IN RESPECT THEREOF, PLEDGOR SHALL ACCEPT THE SAME AS THE AGENT OF THE
PLEDGEES, HOLD THE SAME IN TRUST FOR THE PLEDGEES AND DELIVER THE SAME FORTHWITH
TO NEC ON BEHALF OF THE PLEDGEES IN THE EXACT FORM RECEIVED, DULY ENDORSED BY
PLEDGOR TO NEC, IF REQUIRED, AND IF NEC SO REQUESTS, TO BE HELD BY NEC, ON
BEHALF OF THE PLEDGEES, SUBJECT TO THE TERMS HEREOF, AS ADDITIONAL COLLATERAL
SECURITY FOR THE SECURED OBLIGATIONS.
ANY SUMS PAID UPON OR IN RESPECT OF THE
PLEDGED STOCK UPON THE LIQUIDATION OR DISSOLUTION OF ISSUER SHALL BE PAID OVER
TO NEC TO BE HELD BY IT HEREUNDER FOR THE BENEFIT OF THE PLEDGEES AS ADDITIONAL
COLLATERAL SECURITY FOR THE SECURED OBLIGATIONS, AND IN CASE ANY DISTRIBUTION OF
CAPITAL SHALL BE MADE ON OR IN RESPECT OF ANY PLEDGED STOCK OR ANY PROPERTY
SHALL BE DISTRIBUTED UPON OR WITH RESPECT TO ANY PLEDGED STOCK PURSUANT TO THE
RECAPITALIZATION OR RECLASSIFICATION OF THE CAPITAL OF ISSUER OR PURSUANT TO THE
REORGANIZATION THEREOF, THE PROPERTY SO DISTRIBUTED SHALL, SUBJECT TO SECTION
10(B), BE DELIVERED TO NEC TO BE HELD BY IT HEREUNDER FOR THE BENEFIT OF THE
PLEDGEES AS ADDITIONAL COLLATERAL SECURITY FOR THE SECURED OBLIGATIONS.
SUBJECT
TO SECTION 10(B), IF ANY SUMS OF MONEY OR PROPERTY SO PAID OR DISTRIBUTED IN
RESPECT OF ANY PLEDGED STOCK SHALL BE RECEIVED BY PLEDGOR, PLEDGOR SHALL, UNTIL
SUCH MONEY OR PROPERTY IS PAID OR DELIVERED TO NEC ON BEHALF OF THE PLEDGEES,
HOLD SUCH MONEY OR PROPERTY IN TRUST FOR THE PLEDGEES, SEGREGATED FROM OTHER
FUNDS OF PLEDGOR, AS ADDITIONAL COLLATERAL SECURITY FOR THE SECURED OBLIGATIONS.
(B)
ALL MONEY PROCEEDS RECEIVED BY NEC HEREUNDER SHALL BE HELD BY