OF THE HOLDER, THE PRINCIPAL AMOUNT OF THE
SECURITY WHICH WAS DELIVERED FOR PURCHASE BY THE HOLDER AND A STATEMENT THAT
SUCH HOLDER IS WITHDRAWING ITS ELECTION TO HAVE SUCH SECURITY PURCHASED.
HOLDERS WHOSE SECURITIES ARE PURCHASED ONLY IN PART SHALL BE ISSUED NEW
SECURITIES EQUAL IN PRINCIPAL AMOUNT TO THE UNPURCHASED PORTION OF THE
SECURITIES SURRENDERED.
(4)
AT THE TIME THE COMPANY DELIVERS SECURITIES
TO THE TRUSTEE WHICH ARE TO BE ACCEPTED FOR PURCHASE, THE COMPANY SHALL ALSO
DELIVER AN OFFICERS' CERTIFICATE STATING THAT SUCH SECURITIES ARE TO BE ACCEPTED
BY THE COMPANY PURSUANT TO AND IN ACCORDANCE WITH THE TERMS OF THIS SECTION.
A
SECURITY SHALL BE DEEMED TO HAVE BEEN ACCEPTED FOR PURCHASE AT THE TIME THE
TRUSTEE, DIRECTLY OR THROUGH AN AGENT, MAILS OR DELIVERS PAYMENT THEREFOR TO THE
SURRENDERING HOLDER.
(F)
THE COMPANY WILL COMPLY, TO THE EXTENT
APPLICABLE, WITH THE REQUIREMENTS OF SECTION 14(E) OF THE EXCHANGE ACT AND ANY
OTHER SECURITIES LAWS OR REGULATIONS IN CONNECTION WITH THE REPURCHASE OF
SECURITIES PURSUANT TO THIS SECTION 4.06. TO THE EXTENT THAT THE PROVISIONS OF
ANY SECURITIES LAWS OR REGULATIONS CONFLICT WITH THE PROVISIONS OF THIS SECTION
4.06, THE COMPANY WILL COMPLY WITH THE APPLICABLE SECURITIES LAWS AND
REGULATIONS AND WILL NOT BE DEEMED TO HAVE BREACHED ITS OBLIGATIONS UNDER THIS
SECTION 4.06 BY VIRTUE OF ITS COMPLIANCE WITH SUCH SECURITIES LAWS OR
REGULATIONS.
SECTION 4.07.
LIMITATION ON NEGATIVE PLEDGES.
SYMMETRY SHALL
NOT, AND SHALL NOT PERMIT ANY RESTRICTED SUBSIDIARY TO, CREATE OR OTHERWISE
CAUSE OR PERMIT TO EXIST OR BECOME EFFECTIVE ANY CONSENSUAL ENCUMBRANCE OR
RESTRICTION ON THE ABILITY OF SYMMETRY OR ANY RESTRICTED SUBSIDIARY TO CREATE,
INCUR OR PERMIT TO EXIST (A) ANY LIEN ON ANY FIRST-PRIORITY ASSETS OR
SECOND-PRIORITY ASSETS, IN EACH CASE SECURING THE NOTES OBLIGATIONS, AND (B) ANY
LIEN ON ANY INTERCOMPANY NOTE COLLATERAL SECURING THE INTERCOMPANY OBLIGATIONS,
EXCEPT, IN EACH CASE:
(1)
(A) ANY ENCUMBRANCE OR RESTRICTION PURSUANT
TO APPLICABLE LAW OR ANY APPLICABLE RULE, REGULATION OR ORDER OR (B) ANY
ENCUMBRANCE OR RESTRICTION PURSUANT TO AN AGREEMENT IN EFFECT AT OR ENTERED INTO
ON THE ISSUE DATE, AND ANY ENCUMBRANCE OR RESTRICTION PURSUANT TO THE SECURITY
DOCUMENTS OR SECURITY DOCUMENTS ENTERED INTO PURSUANT TO THE CREDIT AGREEMENT
(AS THE CREDIT AGREEMENT IS IN EFFECT ON THE ISSUE DATE);
62
(2)
ANY ENCUMBRANCE OR RESTRICTION CONTAINED IN
AN AGREEMENT EFFECTING A REFINANCING OF INDEBTEDNESS INCURRED PURSUANT TO AN
AGREEMENT REFERRED TO IN CLAUSE (1) OF THIS SECTION 4.07 OR THIS CLAUSE (2) OR
CONTAINED IN ANY AMENDMENT TO AN AGREEMENT REFERRED TO IN CLAUSE (1) OF THIS
SECTION 4.07 OR THIS CLAUSE (2); PROVIDED, HOWEVER, THAT THE ENCUMBRANCES AND
RESTRICTIONS CONTAINED IN ANY SUCH AGREEMENT OR AMENDMENT ARE NO MORE
RESTRICTIVE, TAKEN AS A WHOLE, THAN THE ENCUMBRANCES AND RESTRICTIONS CONTAINED
IN SUCH PREDECESSOR AGREEMENT;
(3)
WITH RESPECT TO A RESTRICTED SUBSIDIARY,
ANY CUSTOMARY RESTRICTION IMPOSED PURSUANT TO AN AGREEMENT ENTERED INTO FOR THE
SALE OR DISPOSITION OF ALL OR SUBSTANTIALLY ALL THE CAPITAL STOCK OR ASSETS OF