shall deliver to the Pledgor any Collateral held by the
Administrative Agent hereunder, and execute and deliver to the Pledgor such
documents as the Pledgor shall reasonably request to evidence such termination.
(B)
IF ANY OF THE COLLATERAL SHALL BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF BY THE PLEDGOR IN A TRANSACTION PERMITTED BY THE CREDIT AGREEMENT,
THEN THE ADMINISTRATIVE AGENT, AT THE REQUEST AND SOLE EXPENSE OF THE PLEDGOR,
SHALL EXECUTE AND DELIVER TO THE PLEDGOR ALL RELEASES OR OTHER DOCUMENTS
REASONABLY NECESSARY OR DESIRABLE FOR THE RELEASE OF THE LIENS CREATED HEREBY ON
SUCH COLLATERAL. AT THE REQUEST AND SOLE EXPENSE OF THE PARENT BORROWER, THE
PLEDGOR SHALL BE RELEASED FROM ITS OBLIGATIONS HEREUNDER IN THE EVENT THAT ALL
THE CAPITAL STOCK OF THE ISSUER SHALL BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED
OF IN A TRANSACTION PERMITTED BY THE CREDIT AGREEMENT.
(C)
IN THE EVENT THE ISSUER (I) CEASES TO CONSTITUTE A "SECURITIES
CORPORATION" FOR PURPOSES OF MASSACHUSETTS STATE TAX PURPOSES, (II) TO THE
EXTENT IN VIOLATION OF MASSACHUSETTS TAX LAWS AND REGULATIONS, HAS MATERIAL
OPERATIONS OR ASSETS OTHER THAN HOLDING PORTFOLIO INVESTMENT SECURITIES OR (III)
INCURS, CREATES,
11
ASSUMES OR SUFFERS TO EXIST ANY (A) INDEBTEDNESS (OTHER THAN INTERCOMPANY
INDEBTEDNESS PURSUANT SECTION 7.2(B) OF THE CREDIT AGREEMENT), (B) GUARANTEE
OBLIGATIONS (OTHER THAN INTERCOMPANY GUARANTEE OBLIGATIONS PURSUANT SECTION
7.2(C) OF THE CREDIT AGREEMENT) OR (C) LIENS, THIS AGREEMENT AND ALL OBLIGATIONS
(OTHER THAN THOSE EXPRESSLY STATED TO SURVIVE SUCH TERMINATION) OF THE
ADMINISTRATIVE AGENT AND THE PLEDGOR HEREUNDER SHALL TERMINATE ALL WITHOUT
DELIVERY OF ANY INSTRUMENT OR PERFORMANCE OF ANY ACT BY ANY PARTY, AND ALL
RIGHTS TO THE COLLATERAL SHALL REVERT TO THE PLEDGOR; PROVIDED THAT IN SUCH
EVENT THE ISSUER SHALL BECOME A SUBSIDIARY GUARANTOR PURSUANT TO SECTION 6.8 OF
THE CREDIT AGREEMENT TO THE EXTENT IT CONSTITUTES A MATERIAL DOMESTIC
SUBSIDIARY. AT THE REQUEST AND SOLE EXPENSE OF THE PLEDGOR FOLLOWING ANY SUCH
TERMINATION, THE ADMINISTRATIVE AGENT SHALL DELIVER TO THE PLEDGOR ANY
COLLATERAL HELD BY THE ADMINISTRATIVE AGENT HEREUNDER, AND EXECUTE AND DELIVER
TO THE PLEDGOR SUCH DOCUMENTS AS THE PLEDGOR SHALL REASONABLY REQUEST TO
EVIDENCE SUCH TERMINATION.
7.15
WAIVER OF JURY TRIAL. THE PLEDGOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
12
IN WITNESS WHEREOF, each of the undersigned has caused this Pledge Agreement to
be duly executed and delivered as of the date first above written.
GENZYME CORPORATION
By:
Title:
13
Schedule 1
NOTICE ADDRESS OF PLEDGOR
Genzyme Corporation
15 Pleasant Street Connector
P.O. Box 9322
Framingham, MA
01701-9322
Attention: Treasurer
Telecopy: 508-872-0827
Telephone: 508-270-2334
Schedule 2
DESCRIPTION OF PLEDGED STOCK
Pledged Stock:
Issuer
Class of Stock
Stock Certificate No.
No. of Shares
Genzyme Securities Corporation
Common
3
100
ACKNOWLEDGEMENT AND CONSENT
The undersigned hereby acknowledges receipt of a copy of the Pledge Agreement
dated as of July 14, 2006 (the "Agreement"), made by Genzyme Corporation