THIS AGREEMENT SHALL
BE CONSTRUED TO PREVENT OR IMPAIR THE RIGHT OF ANY AGENT OR SECURED PARTY TO
ENFORCE THIS AGREEMENT.
SECTION 2.03. NO NEW LIENS. WHETHER OR NOT ANY INSOLVENCY OR LIQUIDATION
PROCEEDING HAS BEEN COMMENCED BY OR AGAINST SYMMETRY OR ANY OTHER GRANTOR,
SYMMETRY AND THE OTHER PARTIES HERETO AGREE THAT NEITHER SYMMETRY NOR ANY OTHER
GRANTOR SHALL GRANT, AND NO SECURED PARTY SHALL ACCEPT, ANY ADDITIONAL LIEN ON
ANY ASSET OF SYMMETRY OR SUCH OTHER GRANTOR TO SECURE ANY OBLIGATION UNLESS
SYMMETRY OR SUCH OTHER GRANTOR HAS GRANTED OR CONCURRENTLY GRANTS A LIEN ON SUCH
ASSET TO SECURE THE OTHER OUTSTANDING OBLIGATIONS (ALL SUCH LIENS TO HAVE THE
RELATIVE PRIORITIES SET FORTH HEREIN BASED ON WHETHER THE ASSETS SUBJECT TO SUCH
ADDITIONAL LIENS CONSTITUTE ABL COLLATERAL OR NON-ABL COLLATERAL); PROVIDED
THAT, WITH RESPECT TO ANY LIEN GRANTED UNDER A SENIOR NOTES MORTGAGE WITH
RESPECT TO ANY REAL PROPERTY LOCATED IN THE STATE OF NEW YORK, SUCH LIEN MAY BE
GRANTED WITHOUT A PRIOR OR CONCURRENT GRANT OF A LIEN THEREON TO SECURE THE
REVOLVING CREDIT OBLIGATIONS SO LONG AS, PRIOR TO THE GRANT OF SUCH LIEN UNDER
SUCH SENIOR NOTES MORTGAGE, SYMMETRY OR THE APPLICABLE GRANTOR SHALL HAVE GIVEN
NOTICE THEREOF TO THE REVOLVING CREDIT AGENT AND THE REVOLVING CREDIT AGENT
SHALL HAVE NOTIFIED SYMMETRY THAT, PURSUANT TO ITS AUTHORITY UNDER THE REVOLVING
CREDIT AGREEMENT, THE REVOLVING CREDIT AGENT SHALL FOREGO SUCH GRANT OF A LIEN
TO SECURE THE REVOLVING CREDIT OBLIGATIONS. TO THE EXTENT THAT THE FOREGOING
PROVISIONS ARE NOT COMPLIED WITH FOR ANY REASON, WITHOUT LIMITING ANY OTHER
RIGHTS AND REMEDIES AVAILABLE TO THE SENIOR AGENT OR THE SENIOR SECURED PARTIES,
THE JUNIOR AGENT, FOR ITSELF AND ON BEHALF OF THE JUNIOR SECURED PARTIES, AGREES
THAT ANY AMOUNTS RECEIVED BY OR DISTRIBUTED TO ANY OF THEM PURSUANT TO OR AS A
RESULT OF LIENS GRANTED IN CONTRAVENTION OF THIS SECTION SHALL BE SUBJECT TO
SECTION 4.02.
ARTICLE III
Enforcement
SECTION 3.01. EXERCISE OF REMEDIES. (A)
UNTIL THE DISCHARGE OF SENIOR
OBLIGATIONS HAS OCCURRED, WHETHER OR NOT ANY INSOLVENCY OR LIQUIDATION
PROCEEDING HAS BEEN COMMENCED BY OR AGAINST SYMMETRY OR ANY OTHER GRANTOR,
NEITHER THE JUNIOR AGENT NOR ANY JUNIOR SECURED PARTY WILL:
(I) EXERCISE OR SEEK TO EXERCISE ANY RIGHTS OR REMEDIES WITH RESPECT TO ANY
COMMON COLLATERAL SUBJECT TO ANY SENIOR LIEN (INCLUDING THE EXERCISE OF ANY
RIGHT OF SETOFF OR ANY RIGHT UNDER ANY LOCKBOX AGREEMENT, ACCOUNT CONTROL
AGREEMENT, LANDLORD WAIVER OR BAILEE'S LETTER OR SIMILAR AGREEMENT OR
ARRANGEMENT TO WHICH THE JUNIOR AGENT OR SUCH JUNIOR SECURED PARTY IS A PARTY)
OR INSTITUTE ANY ACTION OR PROCEEDING WITH RESPECT TO SUCH RIGHTS OR REMEDIES
(INCLUDING ANY ACTION OF FORECLOSURE); PROVIDED, THAT THE PARTIES HERETO
ACKNOWLEDGE AND AGREE THAT THIS
14
SECTION SHALL NOT IN ANY WAY PROHIBIT THE JUNIOR AGENT OR ANY JUNIOR SECURED
PARTY FROM EXERCISING ANY OF ITS RIGHTS DURING AN INSOLVENCY OR LIQUIDATION
PROCEEDING TO THE EXTENT PERMITTED BY THE OTHER PROVISIONS HEREOF;
(II) CONTEST, PROTEST OR OBJECT