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 THE
EQUITYHOLDERS OF SUCH PERSON (OTHER THAN SYMMETRY OR ANY OF ITS SUBSIDIARIES)
(THE EQUITY INTERESTS SO EXCLUDED ARE COLLECTIVELY REFERRED TO HEREIN AS THE
"EXCLUDED EQUITY INTERESTS");
(B) THE DEBT SECURITIES OWNED BY SUCH US GRANTOR ON THE DATE HEREOF (INCLUDING
THE INTERCOMPANY NOTE AND THOSE LISTED OPPOSITE THE NAME OF SUCH US GRANTOR ON
SCHEDULE II), ANY DEBT SECURITIES OBTAINED BY SUCH US 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 ADMINISTRATIVE
AGENT PURSUANT TO THE TERMS OF THIS SECTION;
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(D) SUBJECT TO SECTION 3.06, 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 3.06, ALL RIGHTS AND PRIVILEGES OF SUCH US 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 Administrative 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 3.02. DELIVERY OF THE PLEDGED COLLATERAL. (A)
EACH US GRANTOR AGREES
PROMPTLY TO DELIVER OR CAUSE TO BE DELIVERED TO THE ADMINISTRATIVE AGENT ANY AND
ALL PLEDGED SECURITIES AT ANY TIME OWNED BY SUCH US GRANTOR.
(B)
EACH US GRANTOR WILL CAUSE ANY INDEBTEDNESS FOR BORROWED MONEY OWED TO SUCH
US 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 ADMINISTRATIVE AGENT PURSUANT TO THE TERMS
HEREOF.
(C)
UPON DELIVERY TO THE ADMINISTRATIVE AGENT (OR THE NON-ABL COLLATERAL SENIOR
AGENT, AS ITS BAILEE FOR PURPOSES OF PERFECTION), (I) ANY PLEDGED SECURITIES
SHALL BE ACCOMPANIED BY STOCK POWERS DULY EXECUTED IN BLANK OR OTHER INSTRUMENTS
OF TRANSFER SATISFACTORY TO THE ADMINISTRATIVE AGENT AND BY SUCH OTHER
INSTRUMENTS AND DOCUMENTS AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST AND
(II) ALL OTHER PROPERTY COMPRISING PART OF THE PLEDGED COLLATERAL SHALL BE
ACCOMPANIED BY PROPER INSTRUMENTS OF ASSIGNMENT DULY EXECUTED BY THE APPLICABLE
US GRANTOR AND SUCH OTHER INSTRUMENTS OR DOCUMENTS AS THE ADMINISTRATIVE AGENT
MAY REASONABLY REQUEST. EACH DELIVERY OF PLEDGED SECURITIES AFTER THE DATE