Exhibit 10.1.5


 


PLEDGE AGREEMENT


 


This
PLEDGE AGREEMENT, dated as of September 30, 2010 (together with all
amendments, if any, from time to time hereto, this “Pledge Agreement”)
by and among Synta Pharmaceuticals Corp., a Delaware corporation, (“Borrower”),
Synta Securities Corp., a Massachusetts corporation (“Guarantor”),
(Borrower and Guarantor, together with any other Person that joins this Pledge
Agreement as a Pledgor in accordance with Section 27, are
collectively the “Pledgors” and each a “Pledgor”) and GENERAL
ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as
Agent for the Lenders (together with any successors, endorsees and assigns, “Agent”).


 


W I T N E S S E T H:


 


WHEREAS,
pursuant to that certain Loan and Security Agreement dated as of the date
hereof by and among Borrower, the other Pledgors, the other Loan Parties
signatory thereto from time to time, Agent and the Lenders signatory thereto
from time to time (including all annexes, exhibits and schedules thereto, as
from time to time amended, restated, supplemented or otherwise modified, the “Loan
Agreement”), the Lenders have agreed to establish certain financing
arrangements for and make loans and extensions of credit to Borrower on the
terms and conditions set forth in the Loan Agreement;


 


WHEREAS,
in order to induce Agent and the Lenders to enter into the Loan Agreement and
other Debt Documents and to induce the Lenders to make the Loans as provided
for in the Loan Agreement, each Pledgor has agreed to pledge the Pledged Collateral
to Agent, on behalf of itself and the Lenders, in accordance herewith;


 


NOW,
THEREFORE, in consideration of the premises and mutual covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


1.             Definitions.  Unless otherwise defined herein, terms
defined in the Loan Agreement are used herein as therein defined, and the
following shall have (unless otherwise provided elsewhere in this Pledge
Agreement) the following respective meanings (such meanings being equally
applicable to both the singular and plural form of the terms defined):


 


“Bankruptcy
Code” means title 11, United States Code, as amended from time to time, and
any successor statute thereto.


 


“Pledged
Collateral” has the meaning assigned to such term in Section 2
hereof.


 


“Pledged
Entity” means an issuer of Pledged Shares or Pledged Indebtedness.


 


“Pledged
Indebtedness” means the Indebtedness evidenced by promissory notes and instruments
listed on Schedule I hereto.


 


“Pledged
Shares” means those shares listed on Schedule I.


 


“Secured
Obligations” has the meaning assigned to such term in  Section 3 hereof.


 


“Stock”
means all shares, options, warrants, general or limited partnership interests,
membership interests, equity interests or similar rights and all rights to
acquire the same in any entity.


 

















 


2.             Pledge.  Each Pledgor hereby pledges to Agent, on
behalf of itself and the Lenders, and grants to Agent, on behalf of itself and
the Lenders, a first priority security interest in all of the following of such
Pledgor (collectively, the “Pledged Collateral”):


 


(a)           the Pledged Shares and the
certificates representing the Pledged Shares, and all dividends, distributions,
cash, instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of the Pledged Shares; and


 


(b)           such portion, as determined by Agent
as provided in Section 7(d) below, of any additional shares of Stock
of a Pledged Entity from time to time acquired by Pledgor in any manner (which
shares shall be deemed to be part of the Pledged Shares), and the certificates
representing such additional shares, and all dividends, distributions, cash,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of such Stock; and


 


(c)           the Pledged Indebtedness and the
promissory notes or instruments evidencing the Pledged Indebtedness, and all
interest, cash, instruments and other property and assets from time to time
received, receivable or otherwise distributed in respect of the Pledged
Indebtedness; and


 


(d)           all additional Indebtedness arising
after the date hereof and owing to Pledgor and evidenced by promissory notes or
other instruments, together with such promissory notes and instruments,  and all interest, cash, instruments and other
property and assets from time to time received, receivable or otherwise
distributed in respect of that Pledged Indebtedness.


 


3.             Security for Obligations.  This Pledge Agreement secures, and the
Pledged Collateral is security for, the prompt payment in full when due,
whether at stated maturity, by acceleration or otherwise, and performance of
all Obligations of any kind of each Pledgor under or in connection with the
Loan Agreement, the Guaranty and the other Debt Documents and all Obligations
of each Pledgor now or hereafter existing under this Pledge Agreement
including, without limitation, all fees, costs and expenses whether in
connection with collection actions hereunder or otherwise (collectively, the “Secured
Obligations”).


 


4.             Delivery of Pledged Collateral.  All certificates and all promissory notes and
instruments evidencing the Pledged Collateral shall be delivered to and held by
or on behalf of Agent, pursuant hereto. 
All Pledged Shares shall be accompanied by duly executed instruments of
transfer or assignment in blank, all in form and substance satisfactory to Agent
and all promissory notes or other instruments evidencing the Pledged
Indebtedness shall be endorsed by the applicable Pledgor.


 


5.             Control Agreement with Issuer.
If any Pledged Collateral constitutes uncertificated ownership interests, each
Pledgor shall cause each Pledged Entity to duly authorize, execute, and deliver
to the Agent on the date hereof an agreement for the benefit of Agent
substantially in the form of Exhibit B (appropriately completed to
the satisfaction of Agent and with such modifications, if any, as shall be
satisfactory to Agent) pursuant to which each Pledged Entity agrees to comply
with any and all instructions regarding the Pledged Shares originated by Agent
without further consent by any Pledgor and not to comply with instructions regarding
the Pledged Shares originated by any other Person.


 


6.             Representations and Warranties.  Each Pledgor represents and warrants to Agent
that:


 


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(a)           Such Pledgor is, and at the time of
delivery of the Pledged Shares to Agent will be, the sole holder of record and
the sole beneficial owner of such Pledged Collateral pledged by such Pledgor
free and clear of any lien, security interest or encumbrance (each a “Lien”)
thereon or affecting the title thereto, except for any Lien created by this
Pledge Agreement;  such Pledgor is and at
the time of delivery of the Pledged Indebtedness to Agent will be, the sole
owner of such Pledged Collateral free and clear of any Lien thereon or
affecting title thereto, except for any Lien created by this Pledge Agreement
and Permitted Liens;


 


(b)           All of the Pledged Shares have been
duly authorized, validly issued and are fully paid and non-assessable; the
Pledged Indebtedness has been duly authorized, authenticated or issued and
delivered by, and is the legal, valid and binding obligations of, the Pledged
Entities, and no such Pledged Entity is in default thereunder beyond applicable
grace or cure periods;


 


(c)           Such Pledgor has the right and
requisite authority to pledge, assign, transfer, deliver, deposit and set over
the Pledged Collateral pledged by such Pledgor to Agent, on behalf of itself
and the Lenders, as provided herein;


 


(d)           None of the Pledged Shares or Pledged
Indebtedness has been issued or transferred in violation of the securities
registration, securities disclosure or similar laws of any jurisdiction to
which such issuance or transfer may be subject;


 


(e)           All of the Pledged Shares are
presently owned by such Pledgor, and are presently represented by the certificates
listed on Schedule I hereto.  As
of the date hereof, there are no existing options, warrants, calls or
commitments of any character whatsoever relating to the Pledged Shares;


 


(f)            No consent, approval, authorization
or other order or other action by, and no notice to or filing with, any
governmental authority or any other person or entity is required (i) for
the pledge by such Pledgor of the Pledged Collateral pursuant to this Pledge
Agreement or for the execution, delivery or performance of this Pledge
Agreement by such Pledgor, or (ii) for the exercise by Agent of the voting
or other rights provided for in this Pledge Agreement or the remedies in
respect of the Pledged Collateral pursuant to this Pledge Agreement, except as
may be required in connection with such disposition by laws affecting the
offering and sale of securities generally;


 


(g)           The pledge, assignment and delivery
of the Pledged Collateral pursuant to this Pledge Agreement will create a valid
first priority Lien on and a first priority perfected security interest in
favor of Agent, on behalf of itself and the Lenders, in the Pledged Collateral
and the proceeds thereof, securing the payment of the Secured Obligations,
subject to no other Lien other than Permitted Liens;


 


(h)           This Pledge Agreement has been duly
authorized, executed and delivered by Pledgor and constitutes a legal, valid
and binding obligation of Pledgor enforceable against Pledgor in accordance
with its terms;


 


(i)            The Pledged Shares constitute the
percentage of the issued and outstanding shares of Stock of each Pledged Entity
as set forth in Schedule I; and


 


(j)            None of the Pledged Indebtedness is
subordinated in right of payment to other Indebtedness (except for the Secured
Obligations) or subject to the terms of an indenture.


 


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The
representations and warranties set forth in this Section 6 shall survive
the execution and delivery of this Pledge Agreement.


 


7.             Covenants.  Each Pledgor covenants and agrees that until
the Commitment Termination Date:


 


(a)           Without the prior written consent of
Agent, such Pledgor will not sell, assign, transfer, pledge, or otherwise
encumber any of its rights in or to the Pledged Collateral, or any unpaid
dividends, interest or other distributions or payments with respect to the
Pledged Collateral or grant a Lien in the Pledged Collateral, unless otherwise
expressly permitted by the Loan Agreement;


 


(b)           Such Pledgor will, at its expense,
promptly execute, acknowledge and deliver all such instruments and take all
such actions as Agent from time to time may request in order to ensure to Agent
the benefits of the Liens in and to the Pledged Collateral intended to be
created by this Pledge Agreement, including the filing of any necessary Uniform
Commercial Code financing statements, which may be filed by Agent with or (to
the extent permitted by law) without the signature of such Pledgor, and will
cooperate with Agent, at such Pledgor’s expense, in obtaining all necessary
approvals and making all necessary filings under federal, state, local or
foreign law in connection with such Liens or any sale or transfer of the
Pledged Collateral;


 


(c)           Such Pledgor has and will defend the
title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral
against the claim of any person or entity and will maintain and preserve such
Liens; and


 


(d)           Pledgor will, upon obtaining
ownership of any additional Stock or promissory notes or instruments of a
Pledged Entity or Stock or promissory notes or instruments otherwise required
to be pledged to Agent pursuant to any of the Debt Documents, which Stock,
notes or instruments are not already Pledged Collateral, promptly (and in any
event within five (5) Business Days) deliver to Agent a Pledge Amendment,
duly executed by Pledgor, in substantially the form of Exhibit A
hereto (a “Pledge Amendment”) in respect of any such additional Stock,
notes or instruments, pursuant to which Pledgor shall pledge to Agent all of
such additional Stock, notes and instruments; provided that if such
additional Stock is of a Foreign Subsidiary, Pledgor shall pledge to Agent, on
behalf of itself and the Lenders, no more than 65% of the outstanding capital
stock of such Foreign Subsidiary. 
Pledgor hereby authorizes Agent to attach each Pledge Amendment to this
Pledge Agreement and agrees that all Pledged Shares and Pledged Indebtedness
listed on any Pledge Amendment delivered to Agent shall for all purposes
hereunder be considered Pledged Collateral.


 


8.             Pledgor’s Rights.  As long as no Event of Default shall have
occurred and be continuing and until written notice shall be given to the
Pledgors in accordance with Section 9(a) hereof:


 


(a)           Each Pledgor shall have the right,
from time to time, to vote and give consents with respect to the Pledged
Collateral, or any part thereof for all purposes not inconsistent with the
provisions of this Pledge Agreement, the Loan Agreement or any other Debt
Document; provided, however, that no vote shall be cast, and no
consent shall be given or action taken, which would have the effect of
impairing the position or interest of Agent in respect of the Pledged
Collateral or which would authorize, effect or consent to (unless and to the
extent expressly permitted by the Loan Agreement):


 


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(i)            the
dissolution or liquidation, in whole or in part, of a Pledged Entity;


 


(ii)           the
consolidation or merger of a Pledged Entity with any other person or entity;


 


(iii)          the
sale, disposition or encumbrance of all or substantially all of the assets of a
Pledged Entity, except for Liens in favor of Agent and Permitted Liens;


 


(iv)          any
change in the authorized number of shares, the stated capital or the authorized
share capital of a Pledged Entity or the issuance of any additional shares of
its Stock; or


 


(v)           the
alteration of the voting rights with respect to the Stock of a Pledged Entity;
and


 


(b)           each Pledgor shall be entitled, from
time to time, to collect and receive for its own use all cash dividends and
interest paid in respect of the Pledged Shares and Pledged Indebtedness to the
extent not in violation of the Loan Agreement other than any and all: (A) dividends
and interest paid or payable other than in cash in respect of any Pledged
Collateral, and instruments and other property received, receivable or
otherwise distributed in respect of, or in exchange for, any Pledged
Collateral;  (B) dividends and other
distributions paid or payable in cash in respect of any Pledged Shares in
connection with a partial or total liquidation or dissolution or in connection
with a reduction of capital, capital surplus or paid-in capital of a Pledged
Entity; and (C) cash paid, payable or otherwise distributed, in respect of
principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided,
however, that until actually paid all rights to such distributions shall
remain subject to the Lien created by this Pledge Agreement; and


 


(c)           all dividends and interest (other
than such cash dividends and interest as are permitted to be paid to each
Pledgor in accordance with clause  (i) above) and all other
distributions in respect of any of the Pledged Shares or Pledged Indebtedness,
whenever paid or made, shall be delivered to Agent to hold as Pledged
Collateral and shall, if received by such Pledgor, be received in trust for the
benefit of Agent, be segregated from the other property or funds of such
Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same
form as so received (with any necessary indorsement).


 


9.             Defaults and Remedies; Proxy.


 


(a)           Upon the occurrence of an Event of Default
and during the continuation of such Event of Default, and concurrently with
written notice to Borrower, Agent (personally or through an agent) is hereby
authorized and empowered to transfer and register in its name or in the name of
its nominee the whole or any part of the Pledged Collateral, to exchange
certificates or instruments representing or evidencing Pledged Collateral for
certificates or instruments of smaller or larger denominations, to exercise the
voting and all other rights as a holder with respect thereto, to collect and
receive all cash dividends, interest, principal and other distributions made
thereon, to sell in one or more sales after ten (10) days’ notice of the
time and place of any public sale or of the time at which a private sale is to
take place (which notice each Pledgor agrees is commercially reasonable) the
whole or any part of the Pledged Collateral and to otherwise act with respect
to the Pledged Collateral as though Agent were the outright owner thereof.  Any sale shall be made at a public or private
sale at Agent’s place of business, or at any 


 


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place to be named in the
notice of sale, either for cash or upon credit or for future delivery at such
price as Agent may reasonably and in good faith deem fair, and Agent may be the
purchaser of the whole or any part of the Pledged Collateral so sold and hold
the same thereafter in its own right free from any claim of any Pledgor or any
right of redemption.  Each sale shall be
made to the highest bidder, but Agent reserves the right to reject any and all
bids at such sale which, in its discretion, it shall deem inadequate.  Demands of performance, except as otherwise
herein specifically provided for, notices of sale, advertisements and the
presence of property at sale are hereby waived and any sale hereunder may be
conducted by an auctioneer or any officer or agent of Agent.    EACH PLEDGOR HEREBY IRREVOCABLY CONSTITUTES
AND APPOINTS AGENT AS THE PROXY AND ATTORNEY-IN-FACT OF PLEDGOR WITH RESPECT TO
THE PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE THE PLEDGED SHARES,
WITH FULL POWER OF SUBSTITUTION TO DO SO. 
THE APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH
AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE TERMINATION DATE.  IN ADDITION TO THE RIGHT TO VOTE THE PLEDGED
SHARES, THE APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE
RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A
HOLDER OF THE PLEDGED SHARES WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING
WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND
VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND
WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY PLEDGED
SHARES ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE
ISSUER OF THE PLEDGED SHARES OR ANY OFFICER OR AGENT THEREOF), UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT. 
NOTWITHSTANDING THE FOREGOING, AGENT SHALL NOT HAVE ANY DUTY TO EXERCISE
ANY SUCH RIGHT OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE
TO DO SO OR FOR ANY DELAY IN DOING SO.


 


(b)           If, at the original time or times appointed
for the sale of the whole or any part of the Pledged Collateral, the highest
bid, if there be but one sale, shall be inadequate to discharge in full all the
Secured Obligations, or if the Pledged Collateral be offered for sale in lots,
if at any of such sales, the highest bid for the lot offered for sale would
indicate to Agent, in its discretion, that the proceeds of the sales of the
whole of the Pledged Collateral would be unlikely to be sufficient to discharge
all the Secured Obligations, Agent may, on one or more occasions and in its
discretion, postpone any of said sales by public announcement at the time of
sale or the time of previous postponement of sale, and no other notice of such
postponement or postponements of sale need be given, any other notice being
hereby waived; provided, however, that any sale or sales made
after such postponement shall be after ten (10) days’ notice to the
applicable Pledgor.


 


(c)           If, at any time when Agent in its
sole discretion determines, following the occurrence and during the continuance
of an Event of Default, that, in connection with any actual or contemplated
exercise of its rights (when permitted under this Section 9) to sell the
whole or any part of the Pledged Shares hereunder, it is necessary or advisable
to effect a public registration of all or part of the Pledged Collateral
pursuant to the Securities Act of 1933, as amended (or any similar statute then
in effect) (the “Act”), the applicable Pledgor shall, in an expeditious
manner, cause the Pledged Entities to:


 


(i)            Prepare
and file with the Securities and Exchange Commission (the “Commission”)
a registration statement with respect to the Pledged Shares and in good faith 


 


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use commercially reasonable efforts to cause such
registration statement to become and remain effective;


 


(ii)           Prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may
be necessary to keep such registration statement effective and to comply with
the provisions of the Act with respect to the sale or other disposition of the
Pledged Shares covered by such registration statement whenever Agent shall
desire to sell or otherwise dispose of the Pledged Shares;


 


(iii)          Furnish
to Agent such numbers of copies of a prospectus and a preliminary prospectus,
in conformity with the requirements of the Act, and such other documents as
Agent may request in order to facilitate the public sale or other disposition
of the Pledged Shares by Agent;


 


(iv)          Use
commercially reasonable efforts to register or qualify the Pledged Shares
covered by such registration statement under such other securities or blue sky
laws of such jurisdictions within the United States and Puerto Rico as Agent
shall request, and do such other reasonable acts and things as may be required
of it to enable Agent to consummate the public sale or other disposition in
such jurisdictions of the Pledged Shares by Agent;


 


(v)           Furnish,
at the request of Agent, on the date that shares of the Pledged Collateral are
delivered to the underwriters for sale pursuant to such registration or, if the
security is not being sold through underwriters, on the date that the
registration statement with respect to such Pledged Shares becomes effective, (A) an
opinion, dated such date, of the independent counsel representing such
registrant for the purposes of such registration, addressed to the
underwriters, if any, and in the event the Pledged Shares are not being sold
through underwriters, then to Agent, in customary form and covering matters of
the type customarily covered in such legal opinions; and (B) a comfort
letter, dated such date, from the independent certified public accountants of
such registrant, addressed to the underwriters, if any, and in the event the
Pledged Shares are not being sold through underwriters, then to Agent, in a
customary form and covering matters of the type customarily covered by such
comfort letters and as the underwriters or Agent shall reasonably request.  The opinion of counsel referred to above
shall additionally cover such other legal matters with respect to the
registration in respect of which such opinion is being given as Agent may reasonably
request.  The letter referred to above
from the independent certified public accountants shall additionally cover such
other financial matters (including information as to the period ending not more
than five (5) Business Days prior to the date of such letter) with respect
to the registration in respect of which such letter is being given as Agent may
reasonably request; and


 


(vi)          Otherwise
use commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as
soon as reasonably practicable but not later than 18 months after the effective
date of the registration statement, an earnings statement covering the period
of at least 12 months beginning with the first full month after the effective
date of such registration statement, which earnings statement shall satisfy the
provisions of Section 12(a) of the Act.


 


(d)           All expenses incurred in complying
with Section 9(c) hereof, including, without limitation, all
registration and filing fees (including all expenses incident to filing with
the National Association of Securities Dealers, Inc.), printing expenses,
fees and disbursements of counsel for the registrant, the fees and expenses of
counsel for Agent, expenses of the 


 


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independent certified
public accountants (including any special audits incident to or required by any
such registration) and expenses of complying with the securities or blue sky
laws or any jurisdictions, shall be paid by the Pledgors.


 


(e)           If, at any time when Agent shall
determine to exercise its right to sell the whole or any part of the Pledged
Collateral hereunder, such Pledged Collateral or the part thereof to be sold
shall not, for any reason whatsoever, be effectively registered under the Act,
Agent may, in its discretion (subject only to applicable requirements of law),
sell such Pledged Collateral or part thereof by private sale in such manner and
under such circumstances as Agent may deem necessary or advisable, but subject
to the other requirements of this Section 9, and shall not be required to
effect such registration or to cause the same to be effected.  Without limiting the generality of the
foregoing, in any such event, Agent in its discretion (x) may, in
accordance with applicable securities laws, proceed to make such private sale
notwithstanding that a registration statement for the purpose of registering
such Pledged Collateral or part thereof could be or shall have been filed under
said Act (or similar statute), (y) may approach and negotiate with a
single possible purchaser to effect such sale, and (z) may restrict such
sale to a purchaser who is an accredited investor under the Act and who will
represent and agree that such purchaser is purchasing for its own account, for
investment and not with a view to the distribution or sale of such Pledged
Collateral or any part thereof.  In
addition to a private sale as provided above in this Section 9, if any of
the Pledged Collateral shall not be freely distributable to the public without
registration under the Act (or similar statute) at the time of any proposed
sale pursuant to this Section 9, then Agent shall not be required to
effect such registration or cause the same to be effected but, in its
discretion (subject only to applicable requirements of law), may require that
any sale hereunder (including a sale at auction) be conducted subject to
restrictions:


 


(i)            as
to the financial sophistication and ability of any person or entity permitted
to bid or purchase at any such sale;


 


(ii)           as
to the content of legends to be placed upon any certificates representing the
Pledged Collateral sold in such sale, including restrictions on future transfer
thereof;


 


(iii)          as
to the representations required to be made by each person or entity bidding or
purchasing at such sale relating to that person’s or entity’s access to
financial information about the Pledgors and such person’s or entity’s
intentions as to the holding of the Pledged Collateral so sold for investment
for its own account and not with a view to the distribution thereof; and


 


(iv)          as
to such other matters as Agent may, in its discretion, deem necessary or
appropriate in order that such sale (notwithstanding any failure so to
register) may be effected in compliance with the Bankruptcy Code and other laws
affecting the enforcement of creditors’ rights and the Act and all applicable
state securities laws.


 


(f)            Each Pledgor recognizes that Agent
may be unable to effect a public sale of any or all the Pledged Collateral and
may be compelled to resort to one or more private sales thereof in accordance
with clause (e) above.  Each
Pledgor also acknowledges that any such private sale may result in prices and
other terms less favorable to the seller than if such sale were a public sale
and, notwithstanding such circumstances, agrees that any such private sale
shall not be deemed to have been made in a commercially unreasonable manner
solely by virtue of such sale being private. 
Agent shall be under no obligation to delay a sale of any of the Pledged
Collateral for the period of time necessary to permit the Pledged Entity to
register such securities 


 


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for public sale under the
Act, or under applicable state securities laws, even if the applicable Pledgor
and the Pledged Entity would agree to do so.


 


(g)           Each Pledgor agrees to the maximum
extent permitted by applicable law that following the occurrence and during the
continuance of an Event of Default it will not at any time plead, claim or take
the benefit of any appraisal, valuation, stay, extension, moratorium or
redemption law now or hereafter in force in order to prevent or delay the
enforcement of this Pledge Agreement, or the absolute sale of the whole or any
part of the Pledged Collateral or the possession thereof by any purchaser at
any sale hereunder, and each Pledgor waives the benefit of all such laws to the
extent it lawfully may do so.  Each
Pledgor agrees that it will not interfere with any right, power and remedy of
Agent provided for in this Pledge Agreement or now or hereafter existing at law
or in equity or by statute or otherwise, or the exercise or beginning of the
exercise by Agent of any one or more of such rights, powers or remedies.  No failure or delay on the part of Agent to
exercise any such right, power or remedy and no notice or demand which may be
given to or made upon any Pledgor by Agent with respect to any such remedies
shall operate as a waiver thereof, or limit or impair Agent’s right to take any
action or to exercise any power or remedy hereunder, without notice or demand,
or prejudice its rights as against any Pledgor in any respect.


 


(h)           Each Pledgor further agrees that a
breach of any of the covenants contained in this Section 9 will cause
irreparable injury to Agent, that Agent shall have no adequate remedy at law in
respect of such breach and, as a consequence, agrees that each and every
covenant contained in this Section 9 shall be specifically enforceable
against Pledgor, and each Pledgor hereby waives and agrees not to assert any
defenses against an action for specific performance of such covenants except
for a defense that the Secured Obligations are not then due and payable in
accordance with the agreements and instruments governing and evidencing such
obligations.


 


10.           Assignment.  Agent may assign, indorse or transfer any
instrument evidencing all or any part of the Secured Obligations as provided
in, and in accordance with, the Loan Agreement, and the holder of such
instrument shall be entitled to the benefits of this Pledge Agreement.


 


11.           Termination.  Immediately following the Termination Date,
Agent shall deliver to the applicable Pledgor the Pledged Collateral pledged by
such Pledgor at the time subject to this Pledge Agreement and all instruments
of assignment executed in connection therewith, free and clear of the Liens
hereof and, except as otherwise provided herein, all of such Pledgor’s
obligations hereunder shall at such time terminate.


 


12.           Lien Absolute.  All rights of Agent, on behalf of itself and the
Lenders, hereunder, and all obligations of each Pledgor hereunder, shall be
absolute and unconditional irrespective of:


 


(a)           any lack of validity or
enforceability of the Loan Agreement, any other Debt Document or any other
agreement or instrument governing or evidencing any Secured Obligations;


 


(b)           any change in the time, manner or
place of payment of, or in any other term of, all or any part of the Secured
Obligations, or any other amendment or waiver of or any consent to any
departure from the Loan Agreement,  any
other Debt Document or any other agreement or instrument governing or
evidencing any Secured Obligations;


 


9






 












 


(c)           any exchange, release or
non-perfection of any other Collateral, or any release or amendment or waiver
of or consent to departure from any guaranty, for all or any of the Secured
Obligations;


 


(d)           the insolvency of any Loan Party; or


 


(e)           any other circumstance which might
otherwise constitute a defense available to, or a discharge of, any Pledgor.


 


13.          Release.  Each Pledgor consents and agrees that Agent
may at any time, or from time to time, in its discretion:


 


(a)           renew, extend or change the time of
payment, and/or the manner, place or terms of payment of all or any part of the
Secured Obligations; and


 


(b)           exchange, release and/or surrender
all or any of the Collateral (including the Pledged Collateral), or any part
thereof, by whomsoever deposited, which is now or may hereafter be held by
Agent in connection with all or any of the Secured Obligations; all in such
manner and upon such terms as Agent may deem proper, and without notice to or
further assent from any Pledgor, it being hereby agreed that each Pledgor shall
be and remain bound upon this Pledge Agreement, irrespective of the value or
condition of any of the Collateral, and notwithstanding any such change,
exchange, settlement, compromise, surrender, release, renewal or extension, and
notwithstanding also that the Secured Obligations may, at any time, exceed the
aggregate principal amount thereof set forth in the Loan Agreement, or any
other agreement governing any Secured Obligations.  Each Pledgor hereby waives notice of
acceptance of this Pledge Agreement, and also presentment, demand, protest and
notice of dishonor of any and all of the Secured Obligations, and promptness in
commencing suit against any party hereto or liable hereon, and in giving any
notice to or of making any claim or demand hereunder upon any Pledgor.  No act or omission of any kind on Agent’s
part shall in any event affect or impair this Pledge Agreement.


 


14.          Reinstatement.  This Pledge Agreement shall remain in full
force and effect and continue to be effective should any petition be filed by
or against any Pledgor or any Pledged Entity for liquidation or reorganization,
should any Pledgor or any Pledged Entity become insolvent or make an assignment
for the benefit of creditors or should a receiver or trustee be appointed for
all or any significant part of a Pledgor’s or a Pledged Entity’s assets, and
shall continue to be effective or be reinstated, as the case may be, if at any
time payment and performance of the Secured Obligations, or any part thereof,
is, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any obligee of the Secured Obligations,
whether as a “voidable preference”, “fraudulent conveyance”, or otherwise, all
as though such payment or performance had not been made.  In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Secured Obligations
shall be reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.


 


15.          Notices.  Except as otherwise provided herein, whenever
it is provided herein that any notice, demand, request, consent, approval,
declaration or other communication shall or may be given to or served upon any
of the parties by any other party, or whenever any of the parties desires to
give and serve upon any other party any communication with respect to this
Pledge Agreement, each such notice, demand, request, consent, approval,
declaration or other communication shall be in writing and shall be given in
the manner, and deemed received, as provided for in the Loan Agreement.


 


10

















 


16.          Severability.  Whenever possible, each provision of this
Pledge Agreement shall be interpreted in a manner as to be effective and valid
under applicable law, but if any provision of this Pledge Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of
this Pledge Agreement.  This Pledge
Agreement is to be read, construed and applied together with the Loan Agreement
and the other Debt Documents which, taken together, set forth the complete
understanding and agreement of Agent and the Pledgors with respect to the
matters referred to herein and therein.


 


17.          No
Waiver; Cumulative Remedies.  Agent
shall not by any act, delay, omission or otherwise be deemed to have waived any
of its rights or remedies hereunder, and no waiver shall be valid unless in
writing, signed by Agent and then only to the extent therein set forth.  A waiver by Agent of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy which Agent would otherwise have had on any future occasion.  No failure to exercise nor any delay in
exercising on the part of Agent , any right, power or privilege hereunder,
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, power or privilege hereunder preclude any other or future exercise
thereof or the exercise of any other right, power or privilege.  The rights and remedies hereunder provided
are cumulative and may be exercised singly or concurrently, and are not
exclusive of any rights and remedies provided by law.  None of the terms or provisions of this
Pledge Agreement may be waived, altered, modified or amended except by an
instrument in writing, duly executed by Agent and the Pledgors.


 


18.          Limitation
By Law.  All rights, remedies and
powers provided in this Pledge Agreement may be exercised only to the extent
that the exercise thereof does not violate any applicable provision of law, and
all the provisions of this Pledge Agreement are intended to be subject to all
applicable mandatory provisions of law that may be controlling and to be
limited to the extent necessary so that they shall not render this Pledge
Agreement invalid, unenforceable, in whole or in part, or not entitled to be
recorded, registered or filed under the provisions of any applicable law.


 


19.          Successors
And Assigns.  This Pledge Agreement
and all obligations of the Pledgors hereunder shall be binding upon the
successors and assigns of each Pledgor (including any debtor-in-possession on
behalf of such Pledgor) and shall, together with the rights and remedies of
Agent, hereunder, inure to Agent, all future holders of any instrument
evidencing any of the obligations and their respective successors and
assigns.  No sales of participations,
other sales, assignments, transfers or other dispositions of any agreement
governing or instrument evidencing the obligations or any portion thereof or
interest therein shall in any manner impair the Lien granted to Agent,
hereunder.  No Pledgor may assign, sell,
hypothecate or otherwise transfer any interest in or obligation under this
Pledge Agreement.


 


20.          Counterparts.  This Pledge Agreement may be authenticated in
any number of separate counterparts, each of which shall collectively and
separately constitute one agreement. 
This Pledge Agreement may be authenticated by manual signature,
facsimile or, if approved in writing by Agent, electronic means, all of which
shall be equally valid.


 


21.          Governing
Law.  THIS PLEDGE AGREEMENT, THE
OTHER DEBT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
AND THEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE
CONFLICT OF LAWS PRINCIPLES OF SUCH STATE), INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, REGARDLESS OF THE LOCATION OF THE
COLLATERAL.  IF ANY ACTION ARISING OUT OF
THIS PLEDGE AGREEMENT OR ANY OTHER DEBT DOCUMENT IS COMMENCED BY AGENT IN THE 


 


11

















 


STATE
COURTS OF THE STATE OF CONNECTICUT OR IN THE U.S. DISTRICT COURT FOR THE
DISTRICT OF CONNECTICUT, EACH PLEDGOR HEREBY CONSENTS TO THE JURISDICTION OF
ANY SUCH COURT IN ANY SUCH ACTION AND TO THE LAYING OF VENUE IN THE STATE OF
CONNECTICUT.  ANY PROCESS IN ANY SUCH
ACTION SHALL BE DULY SERVED IF MAILED BY REGISTERED MAIL, POSTAGE PREPAID, TO
EACH PLEDGOR AT ITS ADDRESS DESCRIBED IN SECTION 10.2 OF THE LOAN
AGREEMENT, OR IF SERVED BY ANY OTHER MEANS PERMITTED BY APPLICABLE LAW.


 


22.          Waiver
Of Jury Trial.  EACH OF THE PLEDGORS,
AGENT AND LENDERS UNCONDITIONALLY WAIVE ANY AND ALL RIGHT TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS PLEDGE
AGREEMENT, ANY OF THE OTHER DEBT DOCUMENTS, ANY OF THE INDEBTEDNESS SECURED
HEREBY, ANY DEALINGS AMONG THE LOAN PARTIES, AGENT AND/OR LENDERS RELATING TO
THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR THE
RELATIONSHIP THAT IS BEING ESTABLISHED AMONG THE LOAN PARTIES, AGENT AND/OR
LENDERS.  THE SCOPE OF THIS WAIVER IS
INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED
IN ANY COURT. THIS WAIVER IS IRREVOCABLE. 
THIS WAIVER MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING.  THE WAIVER ALSO SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS PLEDGE AGREEMENT,
ANY OTHER DEBT DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO
THIS TRANSACTION OR ANY RELATED TRANSACTION. 
THIS PLEDGE AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL
BY THE COURT.


 


23.          Section Titles.  The Section titles contained in this
Pledge Agreement are and shall be without substantive meaning or content of any
kind whatsoever and are not a part of the agreement between the parties hereto.


 


24.          No
Strict Construction.  The parties
hereto have participated jointly in the negotiation and drafting of this Pledge
Agreement.  In the event an ambiguity or
question of intent or interpretation arises, this Pledge Agreement shall be
construed as if drafted jointly by the parties hereto and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Pledge Agreement.


 


25.          Advice
of Counsel.  Each of the parties
represents to each other party hereto that it has discussed this Pledge
Agreement and, specifically, the provisions of Section 21 and Section 22,
with its counsel.


 


26.          Benefit
of Agent.  All Liens granted or
contemplated hereby shall be for the benefit of Agent, on behalf of itself, and
all proceeds or payments realized from Pledged Collateral in accordance
herewith shall be applied to the Secured Obligations in accordance with the
terms of the Loan Agreement.


 


27.          Additional
Pledgors. Additional Pledgors may become party to this Pledge
Agreement by the execution and delivery by such Person of
a joinder agreement in form and substance satisfactory to Agent and
such other documents and deliverables as may be required by Agent.  Upon
receipt of such items, such Person shall become a “Pledgor” hereunder with
the same force and effect as if it were originally a party to this Pledge
Agreement and named as a “Pledgor” hereunder. 
The execution and delivery of such joinder agreement or such
other requested deliverables, and the joining of such Person to this
Pledge Agreement, shall not require 


 


12

















 


the
consent of any other Pledgor hereunder, and the rights and obligations of each
Pledgor hereunder shall remain in full force and effect notwithstanding the
addition of any new Pledgor as a party to this Pledge Agreement.


 


[signature page follows]


 


13

















 


IN
WITNESS WHEREOF, each of the parties hereto has caused this Pledge Agreement to
be executed and delivered by its duly authorized officer as of the date first
set forth above.


 


 


	
   

  	
  PLEDGORS:

  
	
   

  	
   

  
	
   

  	
  SYNTA
  PHARMACEUTICALS CORP.,

  
	
   

  	
  as
  Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Keith Ehrlich

  
	
   

  	
  Name:

  	
  Keith
  Ehrlich

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SYNTA
  SECURITIES CORP.,

  
	
   

  	
  as
  Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Keith Ehrlich

  
	
   

  	
  Name:

  	
  Keith
  Ehrlich

  
	
   

  	
  Title:

  	
  Treasurer

  



 

















 


	
   

  	
  GENERAL
  ELECTRIC CAPITAL CORPORATION, as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. Hanes Whiteley

  
	
   

  	
  Name:

  	
  R.
  Hanes Whiteley

  
	
   

  	
  Title:

  	
  Duly
  Authorized Signatory

  



 

















 


SCHEDULE I


 


PART A


 


PLEDGED SHARES


 


	
  Pledged Entity

  	
   

  	
  Class

  of Stock

  	
   

  	
  Stock Certificate

  Number(s)

  	
   

  	
  Number

  of Shares

  	
   

  	
  Percentage of

  Outstanding Shares

  	
   

  
	
  Synta Securities Corp.

  	
   

  	
  Common

  	
   

  	
  No. 1

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  
	
  Synta Limited

  	
   

  	
  Ordinary

  	
   

  	
  5539649

  	
   

  	
  65

  	
   

  	
  65

  	
  %

  



 


 


PART B


 


PLEDGED INDEBTEDNESS


 


	
  Pledged Entity

  	
   

  	
  Initial

  Principal Amount

  	
   

  	
  Issue Date

  	
   

  	
  Maturity Date

  	
   

  	
  Interest Rate

  	
   

  
	
  Not Applicable

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


Exhibit A


 


PLEDGE AMENDMENT


 


This
Pledge Amendment, dated
                                ,
       is delivered pursuant to Section 7(d) of
the Pledge Agreement referred to below. 
All defined terms herein shall have the meanings ascribed thereto or
incorporated by reference in the Pledge Agreement.  The undersigned hereby certifies that the
representations and warranties in Section 6 of the  Pledge Agreement are and continue to be true
and correct, both as to the promissory notes, instruments and shares pledged
prior to this Pledge Amendment and as to the promissory notes, instruments and
shares pledged pursuant to this Pledge Amendment.  The undersigned further agrees that this
Pledge Amendment may be attached to that certain Pledge Agreement, dated                           ,
between undersigned, as Pledgor, the other Pledgors signatory hereto and
General Electric Capital Corporation, as Agent, (the “Pledge Agreement”)
and that the Pledged Shares and Pledged Indebtedness listed on this Pledge
Amendment shall be and become a part of the Pledged Collateral referred to in
said  Pledge Agreement and shall secure
all Secured Obligations referred to in said Pledge Agreement.  The undersigned acknowledges that any
promissory notes, instruments or shares not included in the Pledged Collateral
at the discretion of Agent may not otherwise be pledged by Pledgor to any other
person or entity otherwise used as security for any obligations other than the
Secured Obligations.


 


 


	
   

  	
  [NAME
  OF PLEDGOR]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


	
  Name and

  Address of

  Pledgor

  	
   

  	
  Pledged

  Entity

  	
   

  	
  Class

  Of Stock

  	
   

  	
  Certificate

  Number(s)

  	
   

  	
  Number

  Of Shares

  	
   

  	
  Percentage of

  Outstanding Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Pledged Entity

  	
   

  	
  Initial

  Principal Amount

  	
   

  	
  Issue Date

  	
   

  	
  Maturity Date

  	
   

  	
  Interest Rate

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


Exhibit B


 


AGREEMENT REGARDING UNCERTIFICATED 

LIMITED LIABILITY COMPANY 

INTERESTS


 


AGREEMENT
(as amended, modified, restated and/or supplemented from time to time, this “Agreement”),
dated as of
                                    ,
among                             
(the “Pledgor”), GENERAL ELECTRIC CAPITAL CORPORATION (the “Pledgee”),
and
                            ,
as the issuer of the Uncertificated Limited Liability Company Interests (as defined
below) (the “Issuer”).


 


WITNESSETH:


 


WHEREAS,
Pursuant to the Loan Agreement, dated as of the date hereof, by and among
                                  ,
the Lenders signatory thereto and the Pledgee (including all annexes, exhibits
and schedules thereto, as from time to time amended, restated, supplemented or
otherwise modified, the “Loan Agreement”), Agent has agreed to establish
certain financing arrangements for and make loans and extensions of credit to
Borrower on the terms and conditions set forth in the Loan Agreement;


 


WHEREAS,
the Pledgor, in order to secure the payment of the obligations outstanding
under the Loan Agreement (the “Obligations”), has entered into a Pledge
Agreement, dated as of the date hereof, by and between the Pledgor and the
Pledgee (the “Pledge Agreement”), pursuant to which the Pledgor has
pledged to the Pledgee and the other parties signatory thereto and granted a
security interest in favor of the Pledgee in all of the right, title and
interest of the Pledgor in and to certain limited liability company membership
units in the Issuer (the “Issuer Pledged Interests”); and


 


WHEREAS,
the Pledgor desires the Issuer to enter into this Agreement in order to perfect
the security interest of the Pledgee under the Pledge Agreement in the Issuer
Pledged Interests, to vest in the Pledgee control of the Issuer Pledge
Interests and to provide for the rights of the parties under this Agreement;


 


NOW
THEREFORE, in consideration of the premises and the mutual promises and
agreements contained herein, and for other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:


 


1.             The Pledgor hereby irrevocably
authorizes and directs the Issuer, and the Issuer hereby agrees, to comply with
any and all instructions and orders originated by the Pledgee (and its
successors and assigns) regarding any and all of the Issuer Pledged Interests
without the further consent by the registered owner (including the Pledgor),
and, following its receipt of a notice from the Pledgee stating that the
Pledgee is exercising exclusive control of the Issuer Pledged Interests, not to
comply with any instructions or orders regarding any or all of the Issuer
Pledged Interests originated by any person or entity other than the Pledgee
(and its successors and assigns) or a court of competent jurisdiction.


 


2.             The Issuer hereby certifies that (i) no
notice of any security interest, lien or other encumbrance or claim affecting
the Issuer Pledged Interests (other than the security interest of the Pledgee)
has been received by it, and (ii) the security interest of the Pledgee in
the Issuer Pledged Interests has been registered in the books and records of
the Issuer.


 

















 


3.             The Issuer hereby represents and
warrants that the pledge by the Pledgor of, and the granting by the Pledgor of
a security interest in, the Issuer Pledged Interests to the Pledgee does not
violate the charter, by-laws, partnership agreement, membership agreement or
any other agreement governing the Issuer or the Issuer Pledged Interests.


 


4.             All notices, statements of
accounts, reports, prospectuses, financial statements and other communications
to be sent to the Pledgor by the Issuer in respect of the Issuer will also be
sent to the Pledgee at the following address:


 


General
Electric Capital Corporation


c/o
GE Healthcare Financial Services, Inc.


Two
Bethesda Metro Center, Suite 600


Bethesda,
Maryland  20814


Attention:
General Counsel


Telephone
No.:      301-961-1640


Facsimile
No.:        301-664-9866


 


5.             Following its receipt of a notice
from the Pledgee stating that the Pledgee is exercising exclusive control of
the Issuer Pledged Interests and until the Pledgee shall have delivered written
notice to the issuer that all of the Obligations have been paid in full and
this Agreement is terminated, the Issuer will send any and all redemptions,
distributions, interest or other payments in respect of the Issuer Pledged
Interests from the Issuer for the account of the Pledgee only by wire transfers
to such account as the Pledgee shall instruct.


 


6.             Except as expressly provided
otherwise in Sections 4 and 5, all notices, instructions, orders and
communications hereunder shall be sent or delivered by mail, telecopy, or
overnight courier service and all such notices and communications shall, when
mailed, telecopied, or sent by overnight courier, be effective when deposited
in the mails or delivered to overnight courier, prepaid and properly addressed
for delivery on such or the next Business Day, or sent by telecopier, except
that notices and communications to the Pledgee or the Issuer shall not be
effective until received. All notices and other communications shall be in
writing and addressed as follows:


 


(a)           if to Pledgor at:


 


 


 


 


 


With
a copy to:


 


 


 


 


 

















 


(b)           if to the Pledgee, at the address
given in Section 4;


 


(c)           if to the Issuer, at:


 


 


 


 


 


 


or
at such other address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder. As used in this
Section 6, “Business Day” means any day other than a Saturday,
Sunday, or other day in which banks in New York are authorized to remain
closed.


 


7.             This Agreement shall be binding
upon the successors and assigns of the Pledgor and the Issuer and shall inure
to the benefit of and be enforceable by the Pledgee and its successors and
assigns. This Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which shall constitute one instrument.
In the event that any provision of this Agreement shall prove to be invalid or
unenforceable, such provision shall be deemed to be severable from the other
provisions of this Agreement which shall remain binding on all parties hereto.
None of the terms and conditions of this Agreement may be changed, waived,
modified or varied in any manner whatsoever except in writing signed by the
Pledgee, the Issuer and the Pledgor.


 


8.             This Agreement shall be governed by
and construed in accordance with the laws of the State of New York, without
regard to its principles of conflict of laws.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 

















 


IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed and delivered by its duly authorized officer as of the date first set
forth above.


 


	
   

  	
  [PLEDGOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL
  ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
  Duly
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [ISSUER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: