OF ALL PERSONS WHOMSOEVER;
(D) EXCEPT FOR RESTRICTIONS AND LIMITATIONS IMPOSED BY THE NOTES DOCUMENTS, THE
CREDIT AGREEMENT, THE INTERCREDITOR AGREEMENT OR SECURITIES LAWS GENERALLY,
(I) THE PLEDGED COLLATERAL IS AND WILL CONTINUE TO BE FREELY TRANSFERABLE AND
ASSIGNABLE AND (II) NONE OF THE PLEDGED COLLATERAL IS OR WILL BE SUBJECT TO ANY
OPTION, RIGHT OF FIRST REFUSAL, SHAREHOLDERS AGREEMENT, CHARTER OR BYLAW
PROVISIONS OR CONTRACTUAL RESTRICTION 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 COLLATERAL
AGENT OF RIGHTS AND REMEDIES HEREUNDER, OTHER THAN, IN THE CASE OF ANY PLEDGED
COLLATERAL CONSTITUTING CAPITAL STOCK 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);
(E) EACH OF THE 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 GRANTORS OF THIS AGREEMENT,
WHEN ANY PLEDGED SECURITIES ARE DELIVERED TO THE COLLATERAL AGENT IN ACCORDANCE
WITH THIS AGREEMENT, THE COLLATERAL 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 NOTES OBLIGATIONS; AND
(H) THE PLEDGE EFFECTED HEREBY IS EFFECTIVE TO VEST IN THE COLLATERAL AGENT, FOR
THE BENEFIT OF THE SECURED PARTIES, THE RIGHTS OF THE COLLATERAL AGENT IN THE
PLEDGED COLLATERAL AS SET FORTH HEREIN.
SECTION 2.04. Certification of Limited Liability Company and Limited Partnership
Interests. Each Grantor agrees that, no later than the 30th day following the
Issue 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 2.05. REGISTRATION IN NOMINEE NAME; DENOMINATIONS. THE COLLATERAL AGENT,
ON BEHALF OF THE SECURED PARTIES, SHALL HAVE THE RIGHT (IN ITS SOLE AND
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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 GRANTOR, ENDORSED OR ASSIGNED IN BLANK OR IN FAVOR OF THE COLLATERAL
AGENT. EACH GRANTOR WILL PROMPTLY GIVE TO THE COLLATERAL AGENT COPIES OF ANY
NOTICES