THE SECURITY DOCUMENTS. NOTWITHSTANDING THE FOREGOING, SYMMETRY AND THE
BORROWERS SHALL NOT BE DEEMED TO BE IN BREACH OF THEIR COVENANTS HEREUNDER WITH
RESPECT TO THE COLLATERAL AND GUARANTEE REQUIREMENT IN THE EVENT OF AN
INADVERTENT FAILURE TO COMPLY IN ANY IMMATERIAL RESPECT WITH THE REQUIREMENTS
SET FORTH IN THE DEFINITION OF SUCH TERM, PROVIDED THAT SYMMETRY AND THE
BORROWERS SHALL TAKE, OR SHALL
95
CAUSE THE APPLICABLE SUBSIDIARY PARTY TO TAKE, PROMPT CORRECTIVE ACTION UPON
DISCOVERY OR NOTICE THEREOF.
(B)
IF ANY MATERIAL ASSETS (INCLUDING ANY REAL PROPERTY OR IMPROVEMENTS THERETO
CONSTITUTING MORTGAGED PROPERTIES) ARE ACQUIRED BY SYMMETRY, ANY BORROWER OR ANY
SUBSIDIARY PARTY AFTER THE EFFECTIVE DATE (OTHER THAN ASSETS CONSTITUTING
COLLATERAL UNDER THE COLLATERAL AGREEMENTS THAT BECOME SUBJECT TO THE LIEN OF
THE COLLATERAL AGREEMENTS UPON THE ACQUISITION THEREOF), SYMMETRY AND THE
BORROWERS WILL NOTIFY THE ADMINISTRATIVE AGENT THEREOF AND, IF REQUESTED BY THE
ADMINISTRATIVE AGENT, WILL CAUSE SUCH ASSETS TO BE SUBJECTED TO A LIEN SECURING
THE OBLIGATIONS AND WILL TAKE, AND CAUSE THE SUBSIDIARY PARTIES TO TAKE, SUCH
ACTIONS AS SHALL BE NECESSARY OR REASONABLY REQUESTED BY THE ADMINISTRATIVE
AGENT TO GRANT AND PERFECT SUCH LIENS, INCLUDING ACTIONS DESCRIBED IN PARAGRAPH
(A) OF THIS SECTION, ALL AT THE EXPENSE OF THE LOAN PARTIES.
ARTICLE VI
NEGATIVE COVENANTS
Until the Revolving Commitments have expired or terminated and the principal of
and interest on each Loan and each BA and all fees payable hereunder have been
paid in full and all Letters of Credit have expired or terminated and all LC
Disbursements shall have been reimbursed, each of Symmetry and the Borrowers
covenants and agrees with the Lenders that:
SECTION 6.01. INDEBTEDNESS; CERTAIN EQUITY SECURITIES. (A)
SYMMETRY AND THE
BORROWERS WILL NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO, CREATE, INCUR, ASSUME
OR PERMIT TO EXIST ANY INDEBTEDNESS, EXCEPT:
(I) INDEBTEDNESS CREATED UNDER THE LOAN DOCUMENTS;
(II) THE SENIOR NOTES AND REFINANCING INDEBTEDNESS (OTHER THAN ANY INDEBTEDNESS
INCURRED HEREUNDER) IN RESPECT THEREOF IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED US$315,000,000 (IT BEING UNDERSTOOD AND AGREED THAT, FOR PURPOSES OF THIS
SECTION, ANY INDEBTEDNESS THAT IS INCURRED FOR THE PURPOSE OF REPURCHASING OR
REDEEMING ANY SENIOR NOTES SHALL, IF OTHERWISE MEETING THE REQUIREMENTS SET
FORTH ABOVE AND IN THE DEFINITION OF THE TERM "REFINANCING INDEBTEDNESS", BE
DEEMED TO BE REFINANCING INDEBTEDNESS IN RESPECT OF THE SENIOR NOTES, AND SHALL
BE PERMITTED TO BE INCURRED AND BE IN EXISTENCE, NOTWITHSTANDING THAT SUCH
REFINANCING INDEBTEDNESS SHALL NOT BE APPLIED TO MAKE SUCH REPURCHASE OR
REDEMPTION IMMEDIATELY UPON THE INCURRENCE THEREOF, IF (A) THE PROCEEDS OF SUCH
REFINANCING INDEBTEDNESS ARE APPLIED TO MAKE SUCH REPURCHASE OR REDEMPTION PRIOR
TO THE SIX MONTH ANNIVERSARY OF THE INCURRENCE THEREOF AND (B) AT ALL TIMES
PENDING SUCH APPLICATION, ALL THE PROCEEDS OF SUCH REFINANCING INDEBTEDNESS
SHALL BE HELD IN AN ACCOUNT WITH THE ADMINISTRATIVE AGENT, SUBJECT TO ITS
EXCLUSIVE DOMINION AND CONTROL, INCLUDING THE EXCLUSIVE RIGHT OF WITHDRAWAL, AS
COLLATERAL FOR THE PAYMENT AND PERFORMANCE OF THE OBLIGATIONS OF THE BORROWERS
UNDER