FOLLOWING
ASSETS:
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(A) THE SHARES CAPITAL STOCK OWNED BY SUCH GRANTOR ON THE DATE HEREOF (INCLUDING
THOSE LISTED OPPOSITE THE NAME OF SUCH GRANTOR ON SCHEDULE II), ANY OTHER
CAPITAL STOCK OBTAINED BY SUCH GRANTOR IN THE FUTURE AND THE CERTIFICATES
REPRESENTING ALL SUCH CAPITAL STOCK (THE "PLEDGED CAPITAL STOCK"); PROVIDED THAT
(I) THE PLEDGED CAPITAL STOCK ISSUED BY ANY CFC SHALL NOT INCLUDE MORE THAN 66%
OF THE ISSUED AND OUTSTANDING VOTING STOCK OF SUCH CFC AND (II) THE PLEDGED
CAPITAL STOCK SHALL NOT INCLUDE CAPITAL STOCK IN ANY PERSON THAT IS NOT A WHOLLY
OWNED SUBSIDIARY (OR IN ANY SPECIAL PURPOSE HOLDCO WITH RESPECT TO SUCH PERSON)
WHERE, PURSUANT TO THE ORGANIZATIONAL DOCUMENTS OF SUCH PERSON AND ANY RELATED
JOINT VENTURE OR SIMILAR AGREEMENT, SUCH ASSIGNMENT, PLEDGE OR GRANT OF A
SECURITY INTEREST IS PROHIBITED WITHOUT THE CONSENT OF SUCH PERSON (OTHER THAN
SYMMETRY OR ANY OF ITS SUBSIDIARIES) (THE CAPITAL STOCK SO EXCLUDED IS
COLLECTIVELY REFERRED TO HEREIN AS THE "EXCLUDED CAPITAL STOCK");
(B) THE DEBT SECURITIES OWNED BY SUCH GRANTOR ON THE DATE HEREOF (INCLUDING THE
INTERCOMPANY NOTES AND THE OTHER DEBT SECURITIES LISTED OPPOSITE THE NAME OF
SUCH GRANTOR ON SCHEDULE II), ANY DEBT SECURITIES OBTAINED BY SUCH GRANTOR IN
THE FUTURE AND THE PROMISSORY NOTES AND ANY OTHER INSTRUMENTS EVIDENCING ALL
SUCH DEBT SECURITIES (THE "PLEDGED DEBT SECURITIES");
(C) ALL OTHER PROPERTY THAT MAY BE DELIVERED TO AND HELD BY THE COLLATERAL AGENT
PURSUANT TO THE TERMS OF THIS SECTION;
(D) SUBJECT TO SECTION 2.06, ALL PAYMENTS OF PRINCIPAL OR INTEREST, DIVIDENDS,
CASH, INSTRUMENTS AND OTHER PROPERTY FROM TIME TO TIME RECEIVED, RECEIVABLE OR
OTHERWISE DISTRIBUTED IN RESPECT OF, IN EXCHANGE FOR OR UPON THE CONVERSION OF,
AND ALL OTHER PROCEEDS RECEIVED IN RESPECT OF, THE SECURITIES REFERRED TO IN
CLAUSES (A) AND (B) ABOVE;
(E) SUBJECT TO SECTION 2.06, ALL RIGHTS AND PRIVILEGES OF SUCH GRANTOR WITH
RESPECT TO THE SECURITIES AND OTHER PROPERTY REFERRED TO IN CLAUSES (A), (B),
(C) AND (D) ABOVE; AND
(F) ALL PROCEEDS OF ANY OF THE FOREGOING
(the items referred to in the foregoing clauses (a) through (f) above being
collectively referred to as the "Pledged Collateral").
TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title,
interest, powers, privileges and preferences pertaining or incidental thereto,
unto the Collateral Agent, its successors and assigns, for the benefit of the
Secured Parties, forever; subject, however, to the terms, covenants and
conditions hereinafter set forth.
SECTION 2.02. DELIVERY OF THE PLEDGED COLLATERAL. (A)
EACH GRANTOR AGREES
PROMPTLY TO DELIVER OR CAUSE TO BE DELIVERED TO THE COLLATERAL AGENT ANY AND ALL
PLEDGED SECURITIES AT ANY TIME OWNED BY SUCH GRANTOR.
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(B)
EACH GRANTOR WILL CAUSE ANY INDEBTEDNESS FOR BORROWED MONEY OWED TO SUCH
GRANTOR BY ANY PERSON (OTHER THAN ANY INVESTMENT PROPERTY ON DEPOSIT WITH A
SECURITIES INTERMEDIARY) TO BE EVIDENCED BY A DULY EXECUTED PROMISSORY NOTE THAT
IS PLEDGED AND DELIVERED TO THE COLLATERAL AGENT PURSUANT TO THE TERMS HEREOF.
(C)