THE NOTES OBLIGATIONS ARE SECURED AS
PROVIDED IN THE SECURITY DOCUMENTS, SUBJECT TO THE TERMS OF THE INTERCREDITOR
AGREEMENT. EACH HOLDER, BY ITS ACCEPTANCE OF THIS INDENTURE AND THE SECURITIES,
CONSENTS AND AGREES TO ALL OF THE TERMS OF THE SECURITY DOCUMENTS AND THE
INTERCREDITOR AGREEMENT (INCLUDING THE PROVISIONS THEREOF PROVIDING FOR RELEASE
AND SUBORDINATION OF LIENS, AND FORECLOSURE UPON, AND THE EXERCISE OF RIGHTS AND
REMEDIES WITH RESPECT TO, COLLATERAL), IN EACH CASE, AS THE SAME MAY BE IN
EFFECT OR MAY BE AMENDED FROM TIME TO TIME IN ACCORDANCE WITH THEIR TERMS. THE
COMPANY SHALL DELIVER TO THE TRUSTEE (IF IT IS NOT THEN THE COLLATERAL AGENT)
COPIES OF ALL DOCUMENTS DELIVERED TO THE COLLATERAL AGENT PURSUANT TO THE
SECURITY DOCUMENTS, AND WILL DO OR CAUSE TO BE DONE ALL SUCH ACTS AND THINGS AS
MAY BE REQUIRED BY THE SUCCEEDING PROVISIONS OF THIS SECTION 11.01 TO ASSURE AND
CONFIRM TO THE TRUSTEE AND THE COLLATERAL AGENT THE SECURITY INTEREST IN THE
COLLATERAL CONTEMPLATED HEREBY, BY THE SECURITY DOCUMENTS OR ANY PART THEREOF,
AS FROM TIME TO TIME CONSTITUTED, SO AS TO RENDER THE SAME AVAILABLE FOR THE
SECURITY AND BENEFIT OF THIS INDENTURE AND OF THE SECURITIES SECURED HEREBY,
ACCORDING TO THE INTENT AND PURPOSES HEREIN EXPRESSED. SYMMETRY SHALL TAKE, AND
SHALL CAUSE THE RESTRICTED SUBSIDIARIES TO TAKE, ANY AND ALL ACTIONS REASONABLY
REQUIRED TO CAUSE THE SECURITY DOCUMENTS TO CREATE AND MAINTAIN, AS SECURITY FOR
THE NOTES OBLIGATIONS, A VALID AND ENFORCEABLE PERFECTED (A) FIRST-PRIORITY LIEN
AND SECURITY INTEREST IN AND ON ALL FIRST-PRIORITY ASSETS AND
(B) SECOND-PRIORITY LIEN AND SECURITY INTEREST IN AND ON ALL SECOND-PRIORITY
ASSETS, IN EACH CASE SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT, IN
FAVOR OF THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES.
NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY SET FORTH IN THIS
INDENTURE OR ANY SECURITY DOCUMENT, NEITHER THIS INDENTURE NOR ANY SECURITY
DOCUMENT SHALL REQUIRE THE CREATION OR PERFECTION OF LIENS ON, OR THE OBTAINING
OF TITLE INSURANCE, LEGAL OPINIONS
95
OR OTHER DELIVERABLES WITH RESPECT TO, PARTICULAR ASSETS OF SYMMETRY OR ANY OF
ITS SUBSIDIARIES IF AND FOR SO LONG AS THE TRUSTEE DETERMINES THAT THE COST OF
CREATING OR PERFECTING SUCH LIENS, OR OBTAINING SUCH TITLE INSURANCE, LEGAL
OPINIONS OR OTHER DELIVERABLES IN RESPECT OF, SUCH ASSETS SHALL BE EXCESSIVE IN
VIEW OF THE BENEFITS TO BE OBTAINED BY THE HOLDERS THEREFROM. THE TRUSTEE SHALL
BE ENTITLED TO MAKE ANY SUCH DETERMINATION BASED ON AN OFFICERS' CERTIFICATE
STATING THAT, DUE TO COST CONSIDERATIONS ANALOGOUS TO THOSE THAT WOULD BE
APPLICABLE WERE THE TRUSTEE TO REQUIRE ANY SUCH ACTION OR DELIVERABLE, THE SAME
IS NOT REQUIRED BY THE CREDIT AGENT IN THE EXERCISE OF ITS AUTHORITY UNDER THE
CREDIT AGREEMENT. SUBJECT TO SECTION 7.01, THE TRUSTEE SHALL BE FULLY PROTECTED
IN MAKING ANY SUCH DETERMINATION SOLELY BASED ON ANY SUCH OFFICERS' CERTIFICATE.
SECTION 11.02.
RECORDING AND OPINIONS. (A)
THE COMPANY WILL DELIVER TO THE
TRUSTEE AND THE COLLATERAL AGENT ON NOVEMBER