AGREEMENTS RELATING TO SUCH SALE, TRANSFER OR OTHER DISPOSITION
APPLICABLE PENDING COMPLETION THEREOF AND CUSTOMARY POST-CLOSING ESCROW AND
SIMILAR ARRANGEMENTS;
(IX) IN THE CASE OF ANY SUBSIDIARY THAT IS NOT A WHOLLY-OWNED SUBSIDIARY, ANY
PUT, CALL, RIGHT OF FIRST REFUSAL AND SIMILAR ARRANGEMENTS, AND CUSTOMARY
TRANSFER RESTRICTIONS, SET FORTH IN ITS ORGANIZATIONAL DOCUMENTS OR ANY RELATED
JOINT VENTURE OR SIMILAR AGREEMENT;
(X) LEASES, SUBLEASES, LICENSES AND SUBLICENSES OF ASSETS, IN EACH CASE ENTERED
INTO BY A BORROWER OR ANY OTHER SUBSIDIARY IN THE ORDINARY COURSE OF BUSINESS,
THAT DO NOT INTERFERE WITH THE ORDINARY COURSE OF BUSINESS OF SYMMETRY, THE
BORROWERS AND THE OTHER SUBSIDIARIES;
(XI) LIENS ARISING BY VIRTUE OF UNIFORM COMMERCIAL CODE FINANCING STATEMENT
FILINGS (OR SIMILAR FILINGS UNDER APPLICABLE LAW) REGARDING OPERATING LEASES
ENTERED INTO BY A BORROWER OR ANY OTHER SUBSIDIARY IN THE ORDINARY COURSE OF
BUSINESS;
(XII) LIENS CONSISTING OF INTERESTS OF LESSORS UNDER CAPITAL LEASES PERMITTED
UNDER SECTION 6.01;
(XIII) LIENS IMPOSED BY SECTION 107(1) OF CERCLA OR ANY OTHER ENVIRONMENTAL LAW
FOR COSTS OR DAMAGES THAT (A) ARE NOT YET DUE OR ARE BEING CONTESTED IN GOOD
FAITH BY APPROPRIATE PROCEEDING OR (B) ARE IMPOSED ON A REAL PROPERTY, WHERE THE
RECOURSE WITH RESPECT THERETO IS LIMITED TO THE TAKING OF SUCH REAL PROPERTY AND
SUCH REAL PROPERTY IS NOT MATERIAL TO THE BUSINESS OF SYMMETRY, THE BORROWERS
AND THE OTHER SUBSIDIARIES; PROVIDED THAT THE AMOUNT OF OBLIGATIONS SECURED
THEREBY SHALL NOT EXCEED US$7,500,000 IN THE AGGREGATE; AND
(XIV) ANY LIEN ON ANY PROPERTY OR ASSET OF ANY FOREIGN SUBSIDIARY (OTHER THAN
ANY CANADIAN SUBSIDIARY), PROVIDED THAT (A) SUCH LIEN SHALL NOT APPLY TO ANY
COLLATERAL (INCLUDING ANY EQUITY INTERESTS IN ANY SUBSIDIARY THAT CONSTITUTE
COLLATERAL) OR ANY OTHER PROPERTY OR ASSET OF SYMMETRY, ANY US SUBSIDIARY OR ANY
CANADIAN SUBSIDIARY AND (B) SUCH LIEN SHALL SECURE ONLY INDEBTEDNESS OR OTHER
OBLIGATIONS OF SUCH FOREIGN SUBSIDIARY PERMITTED HEREUNDER.
Notwithstanding the foregoing, none of the Liens permitted pursuant to this
Section may at any time attach to any Loan Party's (A) Accounts, other than
Liens permitted under
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clause (a) of the definition of the term "Permitted Encumbrances" and clauses
(i), (ii) and (iv) above, or (B) Inventory, other than Liens permitted under
clauses (a) and (b) of the definition of the term "Permitted Encumbrances" and
clauses (i), (ii) and (iv) above.
(B)
SYMMETRY WILL NOT, AND WILL NOT PERMIT NOVAMERICAN PARENT TO, CREATE,
INCUR, ASSUME OR PERMIT TO EXIST ANY LIEN ON ANY PROPERTY OR ASSET NOW OWNED OR
HEREAFTER ACQUIRED BY IT, OR ASSIGN OR SELL ANY INCOME OR REVENUES (INCLUDING
ACCOUNTS RECEIVABLE) OR RIGHTS IN RESPECT THEREOF, EXCEPT LIENS REFERRED TO IN
CLAUSES (I), (II), (III), (VIII), (IX) AND (XIII) OF PARAGRAPH (A) OF THIS
SECTION.
SECTION 6.03. FUNDAMENTAL CHANGES; BUSINESS ACTIVITIES. (A)
SYMMETRY AND THE
BORROWERS WILL NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO, MERGE INTO OR
CONSOLIDATE OR AMALGAMATE WITH ANY OTHER PERSON, OR PERMIT ANY OTHER PERSON TO
MERGE INTO OR CONSOLIDATE OR AMALGAMATE WITH IT,