MODIFYING
THE ELIGIBILITY CRITERIA FOR THE COMPONENTS OF THE BORROWING BASE). ANY SUCH
MODIFICATION OR ADJUSTMENT REQUIRED BY THE ADMINISTRATIVE AGENT SHALL BE MADE
94
BY WRITTEN NOTICE TO THE BORROWERS, AND SHALL BECOME EFFECTIVE FOR PURPOSES OF
THE FIRST BORROWING BASE CERTIFICATE THAT IS DELIVERED PURSUANT TO
SECTION 5.01(F) AT LEAST FIVE BUSINESS DAYS AFTER THE DATE OF RECEIPT BY THE
BORROWERS OF SUCH WRITTEN NOTICE.
SECTION 5.10. COMPLIANCE WITH LAWS. EACH OF SYMMETRY AND THE BORROWERS WILL, AND
WILL CAUSE EACH OF THE SUBSIDIARIES TO, COMPLY WITH ALL LAWS, RULES, REGULATIONS
AND ORDERS OF ANY GOVERNMENTAL AUTHORITY APPLICABLE TO IT OR ITS PROPERTY,
EXCEPT WHERE THE FAILURE TO DO SO, INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 5.11. USE OF PROCEEDS AND LETTERS OF CREDIT. THE PROCEEDS OF UP TO
US$70,000,000 OF REVOLVING LOANS, TOGETHER WITH (A) THE PROCEEDS OF THE SENIOR
NOTES, (B) THE NOVAMERICAN CASH SOURCES AND (C) THE EQUITY CONTRIBUTION WILL BE
USED SOLELY TO PAY (I) THE CASH PORTION OF THE ACQUISITION CONSIDERATION AND
(II) THE TRANSACTION COSTS. LETTERS OF CREDIT AND THE PROCEEDS OF THE REVOLVING
LOANS AND SWINGLINE LOANS DRAWN, AND BAS ACCEPTED AND PURCHASED, AFTER THE
EFFECTIVE DATE WILL BE USED SOLELY FOR WORKING CAPITAL AND OTHER GENERAL
CORPORATE PURPOSES OF SYMMETRY, THE BORROWERS AND THE OTHER SUBSIDIARIES,
INCLUDING MAKING PERMITTED ACQUISITIONS AND INVESTMENTS. NO PART OF THE PROCEEDS
OF ANY LOAN OR BA DRAWING WILL BE USED, WHETHER DIRECTLY OR INDIRECTLY, FOR ANY
PURPOSE THAT ENTAILS A VIOLATION OF ANY OF THE REGULATIONS OF THE BOARD,
INCLUDING REGULATIONS T, U AND X.
SECTION 5.12. ADDITIONAL SUBSIDIARIES. IF ANY ADDITIONAL SUBSIDIARY IS FORMED OR
ACQUIRED AFTER THE EFFECTIVE DATE, SYMMETRY AND THE BORROWERS WILL, AS PROMPTLY
AS PRACTICABLE, AND IN ANY EVENT WITHIN 30 DAYS (OR SUCH LONGER PERIOD AS THE
ADMINISTRATIVE AGENT MAY AGREE IN WRITING) AFTER SUCH SUBSIDIARY IS FORMED OR
ACQUIRED, NOTIFY THE ADMINISTRATIVE AGENT THEREOF AND CAUSE THE COLLATERAL AND
GUARANTEE REQUIREMENT TO BE SATISFIED WITH RESPECT TO SUCH SUBSIDIARY AND WITH
RESPECT TO ANY EQUITY INTEREST IN OR INDEBTEDNESS OF SUCH SUBSIDIARY OWNED BY OR
ON BEHALF OF ANY LOAN PARTY.
SECTION 5.13. FURTHER ASSURANCES. (A)
EACH OF SYMMETRY AND THE BORROWERS WILL,
AND WILL CAUSE EACH SUBSIDIARY PARTY TO, EXECUTE ANY AND ALL FURTHER DOCUMENTS,
FINANCING STATEMENTS, AGREEMENTS AND INSTRUMENTS, AND TAKE ALL SUCH FURTHER
ACTIONS (INCLUDING THE FILING AND RECORDING OF FINANCING STATEMENTS, FIXTURE
FILINGS, MORTGAGES, DEEDS OF TRUST AND OTHER DOCUMENTS), WHICH MAY BE REQUIRED
UNDER ANY APPLICABLE LAW, OR WHICH THE ADMINISTRATIVE AGENT MAY REASONABLY
REQUEST, TO CAUSE THE COLLATERAL AND GUARANTEE REQUIREMENT TO BE AND REMAIN
SATISFIED AT ALL TIMES, ALL AT THE EXPENSE OF THE LOAN PARTIES. SYMMETRY AND THE
BORROWERS ALSO AGREE TO PROVIDE TO THE ADMINISTRATIVE AGENT, FROM TIME TO TIME
UPON REQUEST, EVIDENCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AS TO
THE PERFECTION AND PRIORITY OF THE LIENS CREATED OR INTENDED TO BE CREATED BY