(F) (OTHER THAN THE SECOND SENTENCE THEREOF), (J), (K),
(O) AND (P) OF THIS SECTION
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AND PARAGRAPHS (A) (OTHER THAN INSOFAR AS IT RELATES TO SECTION 3.04(D)(I)),
(B) AND (C) OF SECTION 4.02.
(E)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL FEES AND OTHER AMOUNTS DUE
AND PAYABLE ON OR PRIOR TO THE EFFECTIVE DATE, INCLUDING, TO THE EXTENT
INVOICED, REIMBURSEMENT OR PAYMENT OF ALL OUT-OF-POCKET EXPENSES (INCLUDING
FEES, CHARGES AND DISBURSEMENTS OF COUNSEL) REQUIRED TO BE REIMBURSED OR PAID BY
ANY LOAN PARTY HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
(F)
THE COLLATERAL AND GUARANTEE REQUIREMENT SHALL HAVE BEEN SATISFIED. THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) A COMPLETED PERFECTION CERTIFICATE
DATED THE EFFECTIVE DATE AND SIGNED BY AN EXECUTIVE OFFICER OR FINANCIAL OFFICER
OF SYMMETRY AND THE BORROWERS, TOGETHER WITH ALL ATTACHMENTS CONTEMPLATED
THEREBY, INCLUDING THE RESULTS OF A SEARCH OF THE UNIFORM COMMERCIAL CODE (OR
EQUIVALENT) FILINGS MADE WITH RESPECT TO THE LOAN PARTIES IN THE JURISDICTIONS
CONTEMPLATED BY THE PERFECTION CERTIFICATE AND COPIES OF THE FINANCING
STATEMENTS (OR SIMILAR DOCUMENTS) DISCLOSED BY SUCH SEARCH AND EVIDENCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT THAT THE LIENS INDICATED BY
SUCH FINANCING STATEMENTS (OR SIMILAR DOCUMENTS) ARE PERMITTED BY SECTION 6.02
OR HAVE BEEN, OR SUBSTANTIALLY SIMULTANEOUSLY WITH THE INITIAL FUNDING OF THE
LOANS ON THE EFFECTIVE DATE WILL BE, RELEASED AND (II) EVIDENCE THAT THE LOCKBOX
ARRANGEMENTS CONTEMPLATED BY THE COLLATERAL AGREEMENTS SHALL HAVE BEEN
ESTABLISHED.
(G)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EVIDENCE THAT THE INSURANCE
REQUIRED BY SECTION 5.07 IS IN EFFECT, TOGETHER WITH ENDORSEMENTS NAMING THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, AS ADDITIONAL
INSURED AND LOSS PAYEE THEREUNDER TO THE EXTENT REQUIRED BY SUCH SECTION.
(H)
SYMMETRY SHALL HAVE RECEIVED THE EQUITY PROCEEDS IN AN AMOUNT NOT LESS THAN
US$15,000,000, AND SYMMETRY SHALL HAVE MADE THE EQUITY CONTRIBUTION INTO AN
ACCOUNT OF THE US BORROWER MAINTAINED WITH JPMCB.
(I)
THE US BORROWER SHALL HAVE RECEIVED FROM THE ISSUANCE OF THE SENIOR NOTES
GROSS CASH PROCEEDS OF NOT LESS THAN US$315,000,000, AND SUCH PROCEEDS SHALL
HAVE BEEN DEPOSITED INTO AN ACCOUNT OF THE US BORROWER MAINTAINED WITH JPMCB.
THE TERMS AND CONDITIONS OF THE SENIOR NOTES AND THE INTERCOMPANY NOTES, AND THE
PROVISIONS OF THE SENIOR NOTES DOCUMENTS AND THE INTERCOMPANY NOTES DOCUMENTS,
SHALL BE SATISFACTORY TO THE LENDERS. THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED COPIES OF THE SENIOR NOTES DOCUMENTS AND THE INTERCOMPANY NOTES
DOCUMENTS, CERTIFIED BY A FINANCIAL OFFICER OF SYMMETRY AS COMPLETE AND CORRECT.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED FROM EACH PARTY TO THE
INTERCREDITOR AGREEMENT (OTHER THAN THE ADMINISTRATIVE AGENT) A
COUNTERPART THEREOF SIGNED ON BEHALF OF SUCH PARTY (OR WRITTEN EVIDENCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT (WHICH MAY INCLUDE FACSIMILE OR
ELECTRONIC TRANSMISSION) THAT SUCH PARTY HAS SIGNED SUCH A COUNTERPART).
(J)
ALL MATERIAL CONSENTS AND APPROVALS REQUIRED TO BE OBTAINED FROM ANY
GOVERNMENTAL AUTHORITY OR OTHER PERSON IN CONNECTION WITH THE ACQUISITION SHALL
HAVE
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BEEN OBTAINED, AND ALL APPLICABLE WAITING PERIODS