IT BY THE JURISDICTION OF ITS ORGANIZATION OR (V) IN
THE JURISDICTION OF ANY GRANTOR'S ORGANIZATION.
(B)
EACH GRANTOR AGREES TO MAINTAIN, AT ITS OWN COST AND EXPENSE, COMPLETE AND
ACCURATE RECORDS WITH RESPECT TO THE ARTICLE 9 COLLATERAL OWNED BY IT, AND IN
WHICH IT HAS GRANTED A SECURITY INTEREST HEREUNDER, IN ACCORDANCE WITH GAAP AND
APPLICABLE LAW, AND, AT SUCH TIME OR TIMES AS THE COLLATERAL AGENT MAY
REASONABLY REQUEST, PROMPTLY TO PREPARE AND DELIVER TO THE COLLATERAL AGENT A
DULY CERTIFIED SCHEDULE OR SCHEDULES IN FORM AND DETAIL SATISFACTORY TO THE
COLLATERAL AGENT SHOWING THE IDENTITY, AMOUNT AND LOCATION OF ANY AND ALL SUCH
ARTICLE 9 COLLATERAL.
14
(C)
WITHIN 90 DAYS AFTER THE END OF EACH FISCAL YEAR OF SYMMETRY, THE COMPANY
WILL FURNISH TO THE COLLATERAL AGENT AN OFFICERS' CERTIFICATE SETTING FORTH (I)
ANY CAPITAL STOCK OR INDEBTEDNESS OWNED BY ANY GRANTOR, (II) ANY INTELLECTUAL
PROPERTY OWNED BY ANY GRANTOR AND (III) ANY COMMERCIAL TORT CLAIMS IN RESPECT OF
WHICH A COMPLAINT OR A COUNTERCLAIM HAS BEEN FILED BY ANY GRANTOR AND THAT, IN
EACH CASE, (A) IF SO OWNED OR FILED BY A GRANTOR AS OF THE ISSUE DATE, WOULD
HAVE BEEN REQUIRED TO BE SET FORTH ON THE APPLICABLE SCHEDULE TO THIS AGREEMENT
PURSUANT TO THE TERMS HEREOF AND (B) HAVE NOT BEEN SET FORTH ON ANY SUCH
SCHEDULE TO THIS AGREEMENT OR IN A CERTIFICATE PREVIOUSLY DELIVERED PURSUANT TO
THIS PARAGRAPH.
(D)
EACH GRANTOR SHALL, AT ITS OWN EXPENSE, TAKE ANY AND ALL ACTIONS NECESSARY
TO DEFEND TITLE TO THE ARTICLE 9 COLLATERAL IN WHICH IT HAS GRANTED A SECURITY
INTEREST HEREUNDER AGAINST ALL PERSONS AND TO DEFEND THE SECURITY INTEREST OF
THE COLLATERAL AGENT IN SUCH ARTICLE 9 COLLATERAL AND THE PRIORITY THEREOF
AGAINST ANY LIEN, OTHER THAN PERMITTED LIENS.
(E)
EACH GRANTOR AGREES, AT ITS OWN EXPENSE, TO EXECUTE, ACKNOWLEDGE, DELIVER
AND CAUSE TO BE DULY FILED ALL SUCH FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE
ALL SUCH ACTIONS AS MAY BE REQUIRED BY APPLICABLE LAW OR AS THE COLLATERAL AGENT
(ACTING IN ACCORDANCE WITH SECTION 7.01(B)) MAY FROM TIME TO TIME REASONABLY
REQUEST TO BETTER ASSURE, PRESERVE, PROTECT AND PERFECT THE SECURITY INTEREST
AND THE RIGHTS AND REMEDIES CREATED HEREBY, INCLUDING THE PAYMENT OF ANY FEES
AND TAXES REQUIRED IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE GRANTING OF THE SECURITY INTEREST AND THE FILING OF ANY FINANCING
STATEMENTS (INCLUDING FIXTURE FILINGS) OR OTHER DOCUMENTS IN CONNECTION HEREWITH
OR THEREWITH.
Without limiting the generality of the foregoing, each Grantor hereby authorizes
the Collateral Agent, with prompt notice thereof to the Grantors, to supplement
this Agreement by supplementing Schedule III or adding additional schedules
hereto to specifically identify any asset or item that may constitute
Copyrights, Licenses, Patents or Trademarks; provided that any Grantor shall
have the right, exercisable within 10 days after it has been notified by the
Collateral Agent of the specific identification of such Collateral, to advise
the Collateral Agent in writing of any