OF ANY NATURE THAT MIGHT
PROHIBIT, IMPAIR, DELAY OR OTHERWISE AFFECT THE PLEDGE OF SUCH PLEDGED
COLLATERAL HEREUNDER, THE SALE OR DISPOSITION THEREOF PURSUANT HERETO OR THE
EXERCISE BY THE ADMINISTRATIVE AGENT OF RIGHTS AND REMEDIES HEREUNDER, OTHER
THAN, IN THE CASE OF ANY PLEDGED COLLATERAL CONSTITUTING EQUITY INTERESTS IN, OR
DEBT SECURITIES OF, ANY PERSON THAT IS NOT A WHOLLY-OWNED SUBSIDIARY, ANY OF THE
FOREGOING RESTRICTIONS AND LIMITATIONS SET FORTH IN THE ORGANIZATIONAL DOCUMENTS
OR ANY RELATED JOINT VENTURE OR SIMILAR AGREEMENTS OF SUCH PERSON (TO THE EXTENT
SUCH RESTRICTIONS AND LIMITATIONS CANNOT BE WAIVED WITHOUT THE PRIOR CONSENT OF
ANY PERSON OTHER THAN SYMMETRY OR ANY SUBSIDIARY);
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(E) EACH OF THE US GRANTORS HAS THE POWER AND AUTHORITY TO PLEDGE THE PLEDGED
COLLATERAL PLEDGED BY IT HEREUNDER IN THE MANNER HEREBY DONE OR CONTEMPLATED;
(F) NO CONSENT OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY, ANY SECURITIES
EXCHANGE OR ANY OTHER PERSON WAS OR IS NECESSARY TO THE VALIDITY OF THE PLEDGE
EFFECTED HEREBY (OTHER THAN SUCH AS HAVE BEEN OBTAINED AND ARE IN FULL FORCE AND
EFFECT);
(G) BY VIRTUE OF THE EXECUTION AND DELIVERY BY THE US GRANTORS OF THIS
AGREEMENT, WHEN ANY PLEDGED SECURITIES ARE DELIVERED TO THE ADMINISTRATIVE AGENT
(OR THE NON-ABL COLLATERAL SENIOR AGENT, AS ITS BAILEE FOR PURPOSES OF
PERFECTION) IN ACCORDANCE WITH THIS AGREEMENT, THE ADMINISTRATIVE AGENT WILL
OBTAIN A LEGAL, VALID AND PERFECTED LIEN UPON AND SECURITY INTEREST IN SUCH
PLEDGED SECURITIES AS SECURITY FOR THE PAYMENT AND PERFORMANCE OF THE
OBLIGATIONS; AND
(H) THE PLEDGE EFFECTED HEREBY IS EFFECTIVE TO VEST IN THE ADMINISTRATIVE AGENT,
FOR THE BENEFIT OF THE SECURED PARTIES, THE RIGHTS OF THE ADMINISTRATIVE AGENT
IN THE PLEDGED COLLATERAL AS SET FORTH HEREIN.
SECTION 3.04. CERTIFICATION OF LIMITED LIABILITY COMPANY AND LIMITED PARTNERSHIP
INTERESTS. EACH GRANTOR AGREES THAT, NO LATER THAN THE 30TH DAY FOLLOWING THE
EFFECTIVE DATE AND AT ALL TIMES THEREAFTER, EACH INTEREST IN ANY LIMITED
LIABILITY COMPANY OR LIMITED PARTNERSHIP CONTROLLED BY SUCH GRANTOR AND PLEDGED
HEREUNDER SHALL BE REPRESENTED BY A CERTIFICATE, SHALL BE A "SECURITY" WITHIN
THE MEANING OF ARTICLE 8 OF THE NEW YORK UCC AND SHALL BE GOVERNED BY ARTICLE 8
OF THE NEW YORK UCC.
SECTION 3.05. REGISTRATION IN NOMINEE NAME; DENOMINATIONS. THE ADMINISTRATIVE
AGENT, ON BEHALF OF THE SECURED PARTIES, SHALL HAVE THE RIGHT (IN ITS SOLE AND
ABSOLUTE DISCRETION) TO HOLD THE PLEDGED SECURITIES IN ITS OWN NAME AS PLEDGEE,
THE NAME OF ITS NOMINEE (AS PLEDGEE OR AS SUB-AGENT) OR THE NAME OF THE
APPLICABLE US GRANTOR, ENDORSED OR ASSIGNED IN BLANK OR IN FAVOR OF THE
ADMINISTRATIVE AGENT. EACH US GRANTOR WILL PROMPTLY GIVE TO THE ADMINISTRATIVE
AGENT COPIES OF ANY NOTICES OR OTHER COMMUNICATIONS RECEIVED BY IT WITH RESPECT
TO PLEDGED SECURITIES REGISTERED IN THE NAME OF SUCH US GRANTOR. THE
ADMINISTRATIVE AGENT SHALL AT ALL TIMES HAVE THE RIGHT TO EXCHANGE THE
CERTIFICATES REPRESENTING PLEDGED SECURITIES FOR CERTIFICATES OF SMALLER OR
LARGER DENOMINATIONS FOR ANY PURPOSE CONSISTENT WITH THIS AGREEMENT.
SECTION 3.06.